Gullaksen v. United Air Lines

68 F.Supp.3d 66

Craig T. Gullaksen, et al., Plaintiffs

v.United Air Lines, et al., Defendants.

Case No. 1:13–cv–1235 RJL

United States District Court, District of Columbia.

Filed September 17, 2014

Curtis S. Renner, Thomas Carl Watson, Watson & Renner, Washington, DC, Lauren C. Lakin Boucher, Bouler, CO, Allen Patrick Press, Green Jacobson, Clayton, MO, for Plaintiff.

Rachel S. Janger, Aparna B. Joshi, O'Melveny & Myers LLP, Washington, DC, Michael G. McGuinness, Robert A. Siegel, O'Melveny & Myers LLP, Los Angeles, CA, Jonathan Asher Cohen, Marcus Charles Migliore, Air Line Pilots Association, International, Washington, DC, Michael E. Abram, Michael L. Winston, Cohen, Weiss and Simon, LLP, New York, NY, for Defendant.

MEMORANDUM OPINION

[Dkt. # # 22, 23]

Richard J. Leon, United States District Judge

Plaintiffs Craig T. Gullaksen, Lynn D. Johnson, and Thomas M. Dolan bring this suit against United Air Lines, Inc. (“United”) and the Air Line Pilots Association International (“ALPA”).¹ See generally Class Action Compl. (“Compl.”) [Dkt. # 1]. United and ALPA move to dismiss under Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6), respectively. Def. United Airlines, Inc.'s Mot. to Dismiss Count I of Pls.' Compl. Under Rule 12(b)(1) of the Fed. R. of Civ. P. (“United Mot.”) [Dkt. # 23]; Mot. to Dismiss of Def. Air Line Pilots Ass'n, Int'l (“ALPA Mot.”) [Dkt. # 22]. After review of the motions, the applicable law, and the record herein, defendants' motions are GRANTED and the Complaint is DISMISSED.

BACKGROUND

United Air Lines, Inc. merged with Continental Airlines on October 1, 2010. Compl. ¶ 8. United is the surviving entity. Id. Despite the closing of the corporate merger in 2010, a number of implementation issues remained to be worked out, including labor issues. Both the pilots who flew for the pre-merger United (“legacy United”) and the pilots who flew for the pre-merger Continental (“legacy Continental”) were, and continued to be, represented by ALPA. Id. ¶ 10. Prior to the merger, separate collective bargaining agreements governed each set of pilots' relationship with its respective airline. Id. More importantly, each airline also had its own pilot seniority list, which plays a determinative role when the company seeks to fill position vacancies. See id. ¶¶ 17, 31.

Before the merger closed, the legacy United and legacy Continental pilots, each represented by ALPA, entered a joint agreement with their airlines to govern the transition, called the Transition and Process Agreement (“TPA”). See Decl. of John G. Schleder (“Schleder Decl.”), Ex. A [Dkt. # 22–2]. The TPA specified that “Continental and United will keep their flight operations separate until the Operational Merger Date,” id. at 6, which was defined as “the first day of the Complete Operational Merger,” id. at 3. The TPA indicated that a “Complete Operational Merger” would not occur until, among other requirements, the seniority lists were integrated. Id. at 2. That is to say, the TPA directed the former United and the former Continental to keep flight operations separate until their seniority lists were integrated.

ALPA has a “Merger Policy” directing representatives of merging airlines' pilots how to construct a fair integrated seniority list. Compl. ¶ 33. The Merger Policy requires submission to binding arbitration in the event an agreement cannot be reached.

Id. ¶ 34. The legacy United and legacy Continental pilots were unable to reach an agreement on an integrated seniority list on their own and submitted their dispute to arbitration, id., which was not completed until after the filing of the Complaint, id. ¶ 35; Pls.' Combined Mem. in Opp'n to Defs.' Mots. to Dismiss at 3 (“Pls.' Opp'n”) [Dkt. # 25].

Another step necessary to implement the merger was the development of a new collective bargaining agreement to cover all pilots of the now-merged United. Compl. ¶ 11. ALPA established two committees—one of legacy United pilots and one of legacy Continental pilots—and reached a joint collective bargaining agreement (“JCBA”) with United effective January 1, 2013. Id. ¶¶ 11–12. The JCBA includes a provision that it is the “sole and entire agreement between the parties” and cancels other agreements executed prior to the signing of the JCBA. Schleder Decl., Ex. B, JCBA § 25–B [Dkt. # 22–3].

However, the CB A recognized that not all of its provisions could be effective immediately because the two airlines had not yet integrated their seniority lists. Attached to and integrated into the JCBA are a number of Letters of Understanding, including Letter of Understanding 26 (“LOA 26”), which specifically notes that “the effective date of the [JCBA] precedes the merger of the seniority lists” and that “certain aspects of flight ... operations will need to be kept separate prior to the merger of the seniority lists.” See Schleder Deck, Ex. B, LOA 26 at 471.

LOA 26 provided for a Joint Implementation Team (“JIT”) to implement the JCBA and laid out an “Implementation Plan” noting a number of changes that would need to be made to integrate the two pilot workforces. LOA 26 at 474–79. The Implementation Plan addressed “Vacancies and Staffing” and directed that “[a]t SLI [ (Seniority List Integration) ] the JIT will develop a process to provide for combined bidding of vacancies.” Id. at 479. LOA 26 further provided that “[u]ntil a provision is implemented, pilots will continue operating under the provisions of their previous CBAs, or as may otherwise be agreed” by United and ALPA. Id. at 474.

In January 2013—after the JCBA became effective but prior to seniority list integration—United issued System Vacancy Bid 14–02 (“Vacancy Bid 14–02” or “the Vacancy Bid”) for 589 pilot positions. Compl. ¶ 13. Only legacy Continental pilots were allowed to bid on the positions created by Vacancy Bid 14–02. Id. Plaintiff Gullaksen filed a grievance regarding the fact that legacy United pilots could not bid on the positions created by Vacancy Bid 14–02 with United; the grievance was denied. Id. ¶¶ 23, 41. Mr. Gullaksen sought to appeal to a panel of arbitrators known as the System Board of Adjustment (“System Board”). Id. ¶ 23. He requested that ALPA submit his appeal, but ALPA declined. Id. ¶¶ 23–24, 41. The System Board did not accept Mr. Gullaksen's appeal because it was not submitted by ALPA. Id. ¶ 23.

Mr. Gullakesen and his co-plaintiffs claim that United breached the JCBA, id. ¶¶ 7–24, and ALPA breached its duty of fair representation, id. ¶¶ 25–45. Each defendant now moves to dismiss. United Mot.; ALPA Mot.

ALPA CLAIM

Legal Standard

ALPA moves under Federal Rule of Procedure 12(b)(6) to dismiss plaintiffs' claim that it breached its duty of fair representation. See ALPA Mot.; Def. Air Line Pilots Ass'n, Int'l's Mem. of P. & A. in Support of its Mot. to Dismiss (“ALPA Mem.”) [Dkt. # 22]. Under Rule 12(b)(6), “a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (internal quotation marks omitted). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. ; see also Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (“Factual allegations must be enough to raise a right to relief above the speculative level....”).

When analyzing a plaintiff's claims, a court must “treat the complaint's factual allegations as true” and “grant plaintiff the benefit of all inferences that can be derived from the facts alleged[.]” Sparrow v. United Air Lines, Inc., 216 F.3d 1111, 1113 (D.C.Cir.2000) (internal quotation marks omitted). However, the court need not “accept legal conclusions cast in the form of factual allegations.” Kowal v. MCI Commc'ns Corp., 16 F.3d 1271, 1276 (D.C.Cir.1994). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.

“In ruling on a 12(b)(6) motion, a court may consider facts alleged in the complaint, documents attached to or incorporated in the complaint, matters of which courts may take judicial notice, and documents appended to a motion to dismiss whose authenticity is not disputed, if they are referred to in the complaint and integral to a claim.”Harris v. Amalgamated Transit Union Local 689, 825 F.Supp.2d 82, 85 (D.D.C.2011) ; see also Kaempe v. Myers, 367 F.3d 958, 965 (D.C.Cir.2004) ; E.E.O.C. v. St. Francis Xavier Parochial Sch., 117 F.3d 621, 624 (D.C.Cir.1997). Here, ALPA appended to its motion to dismiss, among other things: the TPA, Schleder Decl., Ex. A; selections from the JCBA, including LOA 26, Schleder Decl., Ex. B; and documents related to Mr. Gullaksen's grievance, Schleder Decl., Exs. D–I [Dkt. # # 22–5–22–10]. All of these are referred to in plaintiffs' Complaint² and integral to their claim that ALPA breached its duty of fair representation, and therefore are properly before the Court on this motion to dismiss.

Analysis

As a certified collective bargaining agent, Compl. ¶ 10, ALPA owes a duty of fair representation, or “DFR,” to its members. It is under “a statutory obligation to serve the interests of all members without hostility or discrimination toward any, to exercise its discretion with complete good faith and honesty, and to avoid arbitrary conduct.” Vaca v. Sipes, 386 U.S. 171, 177, 87 S.Ct. 903, 17 L.Ed.2d 842 (1967). A court's “substantive examination of a union's performance ... [is] highly deferential.” Air Line Pilots Ass'n, Int'l v. O'Neill, 499 U.S. 65, 78, 111 S.Ct. 1127, 113 L.Ed.2d 51 (1991).

Plaintiffs alleging a breach of the duty of fair representation have a high bar to meet. “A breach of the statutory duty of fair representation occurs only when a union's conduct toward a member of the collective bargaining unit is arbitrary,...