Air Line Pilots Association International v. US Airways Group, Inc. et al, No. 1:2009cv00222 - Document 42 (E.D. Va. 2009)
Court Description: MEMORANDUM OPINION re Defendants' Motion to Dismiss. Signed by District Judge Claude M. Hilton on 8/25/2009. (rban, )
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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGIl^A Alexandria Division GU AIR LINE PILOTS ASSOCIATION, .. /':; >..- - ¢ ; . v>T»RT ¢' ) INTERNATIONAL, fljg 25 2009 'J' ) ) Plaintiff, ) V. ) U.S. ) ) AIRWAYS GROUP, et aJU, INC., Civil Action No. l:09cv222 ) Defendants. ) ) MEMORANDUM OPINION This case Group, Inc. is before {"Group") Motion to Dismiss, ("Piedmont") and US Airways, and Defendants' and PSA Airlines, Dismiss pursuant to Fed. Plaintiff Air Line represents Airlines, Group, the Court on Defendants' pilots Inc. at R. Civ. P. PSA Airlines, ("Piedmont"), Airways, ("Airways"), Piedmont Airlines, ("PSA") Joint Inc. Joint Motion To 12(b)(6). Pilots Association as well as against subsidiaries, Inc. Inc. US Airways Inc. ("ALPA"), ("PSA") filed a two-count which and Piedmont lawsuit against its wholly-owned air carrier PSA, and Piedmont, seeking injunctive and declaratory relief. Count Act (the Airways, One of the Complaint "RLA"), 45 U.S.C. as as well §§ alleges 151-188, PSA and Piedmont, that the Railway Labor requires Group and to create a multi-carrier board of pilots adjustment related the grievances of PSA and Piedmont to alleged flow-through rights. Count Two of its to hear the Complaint alleges contractual commitments that Group has breached to arbitrate disputes over its contractual undertakings. Defendant Group Airways, are 45 is a holding company that owns Defendants PSA and Piedmont. each carriers by air, U.S.C. three § 181. carriers, Association pilots as but on April ("USAPA") Airways 18, 2008, the US Airline and ALPA, on behalf of agreement in 2002 "2002 Restructuring Agreement"), 2002 Restructuring Agreement states, ... the . all Pilots union representing to represent pilots the Airways pilots, in which Group and from the Airways pilots As the preamble agreement was by and between US Airways Group, Airways, Inc. . Airways, Inc. as represented by" ALPA. 2002 . at though they subsequently for bankruptcy protection. entered into the ALPA continues sought cost-cutting concessions had to file the RLA. Piedmont. entered into a letter of Airways defined in Section 201 of displaced ALPA as employed by Airways. Group, PSA and Piedmont ALPA had previously represented pilots employed by PSA and (the Defendants Airways, and the Airline Pilots Restructuring Agreement were Group, to the "made and Inc. and US in the service of US The signatories to the Airways, and ALPA. The 2002 Restructuring Agreement references potential -2- "Flows between Carriers," recall of all providing, in part, that w[f]ollowing the furloughed US Airways pilots, [Participating Wholly-Owned Carrier] pilots employed by a [PWOC] shall be eligible flow through to any new-hire US Airways pilot positions of their pilots that " [p]ilots Inc.] employed by a pilots may flow back to employed by MDA, at [PWOC] if . . [PWOC] ." It furloughed their There . ., procedures . . US Airways pilots ." for allegation that [Mid-Atlantic this Attachment may displace . of further provides [PWOC]. seniority that is no . in order seniority list who become MDA their respective indicates discussed." . integrated or US Airways pilots under in order of Agreement also be the of Wholly-Owned Carriers Airways, B, seniority position on to into positions However, such "flow" the are such discussions "to have ever been concluded. Airways and ALPA entered into another Letter of Agreement 91 ("LOA 91"), "Consolidated Small Jet Agreement." Restructuring Agreement, however, LOA 91. to LOA 91 As the preamble "by and between US Airways, 'Company') Airways, . and Airways, LOA 91 in May 2004, Unlike Group was states, the agreement, entitled 2002 not a signatory to the agreement was made Inc. (hereinafter referred to as . and the Airline Pilots in the service of US as . Inc. letter of represented by" ALPA. but not LOA 91 was signed by ALPA by Group. also contains a provision -3 labeled the "Flows between Carriers," that states, accordance with the #_tbd ) There in part, that "flow" would occur Flow Through Letter of Agreement to be agreed to by the is no allegation that Company and "in (LOA the Association." any such letter has ever been agreed upon. In 2002, Piedmont and its pilots, represented by ALPA, entered into a restructuring agreement concessions from the Piedmont pilots Agreement"). refers to Airways." Section D of the for cost-cutting (the "Piedmont Restructuring Piedmont Restructuring Agreement "entitling Piedmont pilots" Yet, also to "flow through to US only ALPA and Piedmont were signatories to the Piedmont Restructuring Agreement. The arbitration decision cited by ALPA in its Complaint "Wittenberg Award") Agreement. The interpreted the Piedmont Restructuring issue presented in the Wittenberg Award was "whether Piedmont . . . violated the Agreement, D of the Restructuring Agreement by failing jets for the airline." record establishes Piedmont] including Section to provide that the Allegheny "[t]he [which merged with pilots understood that the language in D.I was not an jets . . . because guarantee could only be delivered on by Airways, [Piedmont] guarantees regional The Wittenberg Award found that enforceable commitment for regional The (the the not Allegheny. Restructuring Agreement could not bring the sought by the pilots because -4- the only party capable of delivering the jets was not a signatory to Wittenberg Award denied ALPA's that Agreement." grievance. The It also found that "[d]espite being a wholly-owned subsidiary, Piedmont is an independently operated airline." In 2 002, entitled PSA and ALPA entered into a letter of "Small Jet Aircraft and Cost Reductions" That agreement, pilots ALPA, not in the was "by and between PSA Airlines, service reference upon ratification of In 2004, agreement, service PSA Airlines, Inc. "flow-through," LOA 3, PSA became a as of PSA Airlines, Inc. as Group, to paragraphs PSA and ALPA as resolution. Group, the parties however, was ("LOA 8"). of As with in the ALPA. PSA and agreement. LOA 8 to participate not a that letter of "the pilots to this four through eight and the PWOC. agreement contains a dispute resolution procedure, limited . The agreement does represented by" ALPA were again the only signatories . but ALPA alleges "Regional Jet Aircraft" this agreement was between PSA and . represented by" PSA and ALPA entered into another entitled ("LOA 3"). Inc. accordingly signed by PSA and ALPA. specifically LOA 3, of agreement, The which is and which lists in dispute signatory to the agreement. On August a letter 22, to Airways 2007, and be a contract grievance, ALPA, on behalf Piedmont. The complained of -5- of Piedmont pilots, letter, "failure sent which purported ... to honor to the 'flow-through' rights" on September 4, 2007, Piedmont pilots to Airways of stating that "there file a grievance is Airways responded no mechanism against US Airways, for as US is neither their employer nor a party to any collective bargaining agreement with the responded on September 21, to Piedmont pilots. Piedmont 2007, pilots." Piedmont stating that no agreement on how implement flow-through had been reached between the ALPA groups (Airways ALPA, Airways and ALPA, Piedmont ALPA, and therefore, ALPA in turn responded 2007, a hear on October 12, requesting the in two ways. Board of Adjustment" Airways, jurisdiction of the grievance was denied. First, "Special over Piedmont, and PSA. Second, with jurisdiction ALPA invoked the the Piedmont/ALPA System Board of Adjustment to the dispute. ALPA made its first Adjustment on October submission to 19, 2007, the Piedmont Board of and identified resolution as whether Piedmont had failed to Airways, Inc. compl[ies] flow-through to D.3. or between letter to Piedmont and Airways ALPA sent a creation of and PSA ALPA) of the 2002 [Piedmont] that Airways order of seniority in Attachment B, ... as set "ensure that US forth in Section Restructuring Agreement"; and comply with flow-through obligations "as provided for by the page (1) 9 for with its obligation to offer the pilot group "ensure" the issues of 'Small (2) in Jets Agreement' the 2002 Restructuring Agreement." -6- This submission did not present any question as Groups' actions, On October Piedmont but was 26, 2007, to Piedmont's ALPA amended its and, if so, actions. its new-hired pilots following question: involved in this should they be given notice of this proceeding and invited to participate as non-voting parties this adjustment proceeding?" ALPA also added remedy whether an appropriate remedy would include give or submission to the Board of Adjustment by adding the "[a]re US Airways and dispute, limited to Airways' to to the question of "the remedy to this Board or an expanded board jurisdiction over US Airways and its pilots." however, There no allegation that ALPA ever processed the Board of Adjustment rights is and its for hearing of on March 2, and PSA on behalf of the 2008, created enforceable claim for the ALPA sent as a asserting to the Piedmont flow-through letter to Airways that the ALPA-PSA amended by LOA 3 flow-through rights is no allegation in the to its PSA pilots collective bargaining agreement, grievance grievance requested remedy. Similarly, there in the Complaint, Complaint PSA Board of Adjustment for and LOA 8, PSA pilots. Again, that ALPA processed this for hearing of its claim. On January PSA, Piedmont 12, 2009, and USAPA flow-through rights of ALPA sent a letter regarding grievances to Group, Airways, about alleged the Piedmont and PSA pilots under the various -7- collective bargaining agreements. negotiations on stated that it flow-through rights "remains negotiations have gone completely stalled." had not to as well . . . as the rights of flow-through to US Airways, but the those forward at a snail's pace and are now The letter clarified that ALPA expected to "continue and complete negotiations of agreement been completed and the US Airways pilots to flow-through to Piedmont and PSA, and PSA pilots ALPA conceded that interested in completing negotiations that will protect the rights of Piedmont In it, the flow through ." ALPA included a proposal regarding flow-through rights with its January 12, 2009 proposal would be Among other letter, the basis things, and expressed the hope jurisdiction, proposal, ALPA proposed a multi-carrier board of composition, and procedures board of adjustment made up of with a neutral in detail. Echoing its letter the creation of a "a pilot and a representative from and a representative from US Airways Group," along arbitrator. Airways responded on January 14, the relating to and described the proposed board's ALPA also requested in its each carrier, this for swift completion of negotiations. adjustment with jurisdiction over disputes flow-through rights that 2009, Piedmont and PSA pilots may be able and arbitration process explaining that while to invoke the grievance set forth in the applicable ALPA -8- collective bargaining agreements to pursue claims against the carriers by which they are employed, from those airlines Airways, for pilots to file any sort of grievances against US nor is there any basis for the group board of adjustment requested. noted that and as there is no basis In response to ALPA's attached proposal, this new proposal "appears to be Airways an ALPA proposal only far as we know is not reflective of a Union flow through proposal presented on behalf of all three pilot groups recognized that it might take some time for the parties to reach consensus on a proposal Company parties for consideration . . . to present .... .... We union to the We would like to conclude these talks and finalize an agreement regarding the flow-through processes However, to be implemented at these airlines. such an agreement would need to be reached with all applicable parties." Count One asks 204 of the RLA as the Court requiring multi-carrier board of its Where 184. ALPA's Congress creation of the railroad and USAPA. interpretation of sought to mandate a national, industry. 2, First and to establish a adjustment with jurisdiction over Group, it did so explicitly. the interpret Sections the Defendants three carrier subsidiaries, First, RLA, to 45 those See 45 U.S.C. sections §§ is wrong. a multi-carrier board under Section 3, First of -9- § 153, First. the the RLA requires multi-carrier board of U.S.C. 152, adjustment In contrast, for Section 204 "shall" provides that air carriers and their employees establish adjustment boards, multi-carrier boards. affirms that agreement. 45 U.S.C. § 184. "may" the allegation that Group and Airways create a multi-carrier board, statute to be created by forecloses ALPA's and that such a board is created by Basic principles of statutory interpretation also preclude ALPA's displace the specific scope of Section 2, First, litigates on behalf language language of own theory that in Section 2, in Section 204. First the should Whatever the it offers ALPA no relief here. ALPA individuals who undisputedly are not employed by Airways or Group, 2, further are statutorily obligated to law rather than consent. general dispute-settlement create Section 204 such multi-carrier boards are The plain text of operation of but and it is well-settled that Section First governs only the relationship between carriers and their employees. The Complaint quotes Section 204 import of that text. mandates length, In contrast to Section 3, the establishment of adjustment at a national, but ignores First, the which multi-carrier board of for carriers by rail called the National Railroad Adjustment Board ("NRAB"), 45 U.S.C. expressly excludes air carriers section, 45 § approach for the U.S.C. 181, airline § 153, First the RLA from the coverage of that and adopts an altogether different industry. -10- Section 204, the provision of the RLA specifically governing the creation of boards of adjustment employees does not in the airline to establish a board of compels states carrier and of its adjustment . it . . ." a carrier and adjustment, require a multi-carrier board. Section 204 leaves industry, 45 but its unequivocally U.S.C. § 184. that " [i]t shall be employees ... to establish a board of 45 U.S.C. to the parties § 184. the duty of every By contrast, it explicitly to negotiate over the board's scope: "[s]uch boards of adjustment may be established by agreement between employees and carriers or system, of its or their employees Section 204 but leaves board or group of carriers by air and any class or classes thus mandates the decision of to the parties' either on any individual carrier, . . . ." The express text of the creation of a board of adjustment, whether to create a multi-carrier negotiation and consent. Settled principles of statutory interpretation require adherence to the plain meaning of Congress Id. carefully contrasts in the section's words. imperative "shall" with the "may" meaning of those words ordinarily must be given effect. (1995) statutory provision, When permissive United States ex rel. same the the Siegel v. Thoman. 156 U.S. the plain 353, See 359-360 (construing clauses of a Louisiana state statute, explaining that "[i]n the latter provision the word first 'may,' the word is used, -11- 'shall' and in the indicating command in the one and permission "[i]n the special law to be the construed contradistinction no reason for 'taking the see statute); ("Congress' use of section."). The import if only employs of have a of makes this is "may" wording already makes are creatures agreement" of Count One of survive carriers, of (1994), is used in . . there can be . 230, (2001) contrasts with the in the very is 241 clear: same air carriers to establish boards contract to do inescapable because so. in authorizing multi-carrier clear: the means by which the "agreement." language 45 U.S.C. confirms what § the multi-carrier boards of contract, is to be created "by Count One of left to rely on Hawaiian Airlines v. include agents, of it not the the plain reading of Section 204's which their officers, when (and bear the expense of) conclusion the Complaint "general duties," 5 . the carrier and its employees. Complaint cannot n. . U.S. they must "by agreement" adjustment 255 531 'may' to be determined: the . that with the plain meaning of 'shall' "may" 'may' 'shall,' Davis, identifies In so doing, 246, liberty'" adjustment, 184. First's the word statutory duty the permissive a board concluding the word these phrases but also expressly scope of . and they wish to create multi-carrier boards Section 204 . . a mandatory and their employees but . . the permissive use of adjustment, . to other," also Lopez v. legislators' boards, in the general and employees -12- text. Section 2, Norris. 512 U.S. "duty of all to exert every reasonable U.S.C. § effort 152, ... First. to settle ALPA's general dispute-settlement multi-carrier boards of useful one by "reasonable . . to be . ." that 45 this can be understood to compel adjustment when such a board might be ALPA alleges effort" the RLA is Defendants' adjustment boards with disputes theory appears language to settle a dispute. such all to in its Complaint "settle all disputes" that commanded establishment and utilization of sufficient jurisdiction to resolve ALPA's allegations. ALPA's Section 2, duties theory would be plausible only if one First in isolation. in Section 2, Section 2 04 adjustment. States v. dealing But Atl. First is ALPA's "[s]tatutes must the . statutory construction that . . ." (1992). Plan. Morales v. See also 551 U.S. 553 F.3d 334, ALPA's 339 in two ways. And the specific It Tupperware (4th Cir. interpretation of multi-carrier boards, 204 128, Trans World Airlines. Pressley v. scope be read as and internal quotation marks omitted). of of to the general there would be no reason of of boards of a whole," 135 United (2007) (citation "it is a commonplace governs Inc.. 504 the general U.S. 374, 384 Long Term Disability 2009). Section 2, First, as mandating conflicts with the plain meaning of conflicts read inconsistent with the provisions specifically with Research Corp.. reading were with Section for Section 204 -13- to 204's "may" Section language: say that carriers and their employees Section 2, "may" contract First were to interpretation would rob for multi-carrier boards say that the they "may" *must.' ALPA's language of any effect, undoing Congress's careful distinction between in Section 204. ALPA's agreement" 45 U.S.C. § because it would lead In fact, would altogether eviscerate practical matter. the always argue having jurisdiction over only the is unable to negotiate Section 2, multi-carrier boards despite Moreover, its a own employees Hence, - under a party that chose not the RLA's unequivocal to be created regime proposed by ALPA, there would be resources Given a single-carrier board - carrier and are agreement" language as only worth requesting complaint. that a First for a multi-carrier board could nonetheless obtain one under the RLA - the Section 2, are First, "by creation of to fully resolve a multi-carrier dispute. ALPA's construction of "shall" rather than by "by agreement" a multi-carrier can almost the construction of Multi-carrier boards when a claimant has complainant ALPA's and Section 204's to multi-carrier boards by statutory mandate agreement. "may" 184. interpretation would undermine clause, if necessary phrase the ALPA's proposed to bargain would be conflict little to expend and Section 204's 204's Section 2, -14- reason Under the "by Id. between Section interpretation of "by agreement." for one, ignored. language that plain meaning First, the and specific provisions of language of be Section 2 04 Section 2, must prevail even if First, read in isolation, interpreted in the manner ALPA prefers. that [h]owever inclusive may be statute, terms prevail Transmirra Prods. be United States. Corp., 450 basic principle of . the same U.S. in the (citing the "basic two statutes are applicable to 353 U.S. 1, 222, omitted); 6 (1981) 228-229 a more Comm'n. 4 substance of First is Section 204 must be . (2009) . . ." (citation (per curiam) ("[I]t . . ., 1284 is a specific statute particularly when . . . ."); (4th Cir. Farmer 1993) statutory construction that when a specific the statute closely controversy at hand controls generalized provision."). merely a a word about adjustment boards one v. see also HCSC-Laundry v. F.3d 1274, principle of Specific Co. (1957) statutory construction that a in conflict, the Section 2, of a .... Fourco Glass controls over a general provision Employment Sec. over settled same or another statute the two are interrelated and closely positioned v. law is language of enactment controlling." internal quotation marks . "[T]he the general over the general which otherwise might . could plausibly it will not be held to apply to a matter specifically dealt with in another part of and the general Corlev v. - "broad directive" and the more "given precedence United States. over 129 S. (citation and internal quotation marks -15- - it specific [the] Ct. says not language more general 1558, omitted). 1568 ALPA's attempt 204's to substitute Section 2, specific provisions must First's generalities for Section fail. Even if ALPA were allowed to ignore the text of Section 204, or displace it with the general language in Section 2, Complaint would fail. Section 2, First, First governs only the relationship between a carrier and its own employees, and the duties and rights created extend only to those parties. ALPA litigates are solely on behalf of concededly not Section 2, Section 2, 40. requires 300 U.S. 515, 548 . . its reasonable employees, effort[s] This is {Section 2, Co. First v. "at Svs. Fed'n least employees," and refers employees Moreover, the to listen to their complaints, to compose differences for the settlement indicated by the text of speaks of the duty of it has no the employer to meet and confer with the authorized ."). and the See Virginian Ry. (1937) to enter into a negotiation . it First duties do not extend to individuals who are representative of to make or Group, who action against Airways or Group. not employed by the carrier. No. Because Piedmont and PSA pilots, employed by Airways First cause of the "carriers, to the thereof." of 45 U.S.C. § in short, labor disputes the provision, their officers, "dispute[s] - agents, which and between the carriers 152, structure of Section 2, First. First is not only limited to a carrier's employees, indicates that but that it is particularly focused on the relationship between the carrier and -16- the representative of Airlines. Dist. 152, Inc., LEXIS First 55751, is employees' 04 at CV employees. See Marcoux v. 1376, 4987, *55-57 directed at 03 CV (E.D.N.Y. purport to Although, not claim represent is 634, 2008 2008) ("Section to represent Airways USAPA. As such, ALPA has to no cause Section 2, "carrier" adjustment. 45 is a carrier by air within the meaning of Airways has indeed established a system board for employees and the Complaint failed to make all does not allege reasonable efforts its own employees. Accordingly, and does of First. the creation of it does require every to establish a board of employees, and U.S.C. its § the Act, therefore required to set up a board of adjustment. with U.S. the employer's relationship with the the RLA does not compel multi-carrier boards, Airways CV July 22, action against Group or Airways pursuant employees 04 American certified representative."). ALPA does not No. its 184. and it But, its own that Airways has toward settling disputes Count One fails to state a claim upon which relief might be granted against Airways. In contrast to Airways, Group ALPA does not allege otherwise. that Group acted as and is, relies therefore, on the carriers, text but also the is not ALPA's Section 2, their agents 2, First, to exert -17- carrier at allegation, "bargaining agent" bound by Sections of a of its - instead, and is subsidiaries, First and 204. which all requires ALPA not every reasonable only effort to settle all disputes. Assuming 45 for purposes U.S.C. of ALPA's rule specific provisions in multi-carrier boards statutory mandate. alter this carrier's the First. 12 in Section 2, Section 204. are specific Section 2, rule. law. subsidiaries in does not derogate the establishes Section a that not 2, First neither an agent's include is The general negotiation, such, First duties its Section 204 language As of First the product of The general motion that ALPA's "agent" theory fails as a matter of dispute-settlement not 152, this Rule allegation that Group acted as true, § does nor a statutory obligation to establish a multi-carrier board. The RLA's text makes clear that, agent's Section 2, First duties, are not included. Section 204 employees agents whatever First - and thus its 204's command must be Inc.. 750 F.2d 1234, Congress section demonstrates employees when merit to ALPA's failing to respected. knew how to place . allegation create . . that an 1984) include agents within as evidenced by Section Nelson v. (4th Cir. Congress' it wishes and does not decision to exclude agents 1236 of requires only carriers and their a statutory provision when it wanted to 2, scope the provisions of Section 204 to establish adjustment boards, in its dictates. the from Section Piedmont Aviation. ("The presence of this ability to cover prospective ."). Accordingly, there is no Group breached Section 204 a multi-carrier board; -18- Group does by not have the obligation of ALPA's of establishing an adjustment board of statutory "bargaining agent" law for a more basic was reason: limited to bargaining, duties would process. Although the subsidiaries, thus Group's its agent of each of to allegation of "bargaining" "bargaining agent" the ("Group Group's is not necessarily an agent Because a bargaining agent has no duty under the RLA to assist in the disputes, as fails the ALPA's claim to allege that Group agency relationship, bargaining process make fails reasonable that the say, its efforts agreements were put alleges of fell Section 2, subsidiaries As also an And under First duties for subsequent law: by thwarting the ALPA altogether collective did enter the Complaint First during collective or otherwise fact, -19- is an agent short of Section 2, In that Group purposes. settling of that its lingering post-bargaining subsidiaries, in place. bargaining agreements. for all a matter of to ensure of authorized to are necessarily limited to the bargaining process; one purpose the "agent" the Group Subsidiaries."). theory, First Group as agency is agent, the Group Subsidiaries, contractually bind each of a matter the bargaining and also more generally as subsidiaries' as Section 2, Complaint variously casts the only factual acted as fails the alleged agency relationship likewise have been limited "bargaining agent," ALPA's and theory any kind. failing bargaining ALPA affirmatively into collective itself establishes, to Group more might than fulfilled whatever Section 2, have had as the Complaint, breached its contractual two separate First and Section 204 the RLA, And those provisions, Group to arbitrate disputes also alleges that Group itself ALPA alleges that Group multi-carrier board of the 2002 arising Airways' the growing out of the to the is in Section 2, those statutory to ALPA, terms of require ALPA LOA 8 arising from the required to create 2002 a it was a signatory to ALPA contends Restructuring Agreement obligation under RLA Section 2, establish an arbitral 2002 from the agreement. adjustment because 2002 the to amended by LOA 91. Restructuring Agreement. required because that according between PSA and ALPA to arbitrate disputes as ALPA appears the duties is obligated by Restructuring Agreement, over and that by signing the agreement Group contractually bound provisions. regard, ALPA alleges incorporates of that Group has to arbitrate disputes In this theories. Restructuring Agreement ALPA alleges commitments contractual undertakings. allege it "bargaining agent." In Count Two of its First duties First adjustment board to that Group 204 interpretation or application of Sections allegation 2, First fails because and 204. These it the Small only gets ALPA as sections -20- do not to disputes Agreement. This so incorporated and Section resolve is far as require the Jet establishment of a multi-carrier board of adjustment. Although Section 204 provides that a carrier and its employees shall establish a board of adjustment, it explicitly states parties may contract for a multi-carrier board. that Thus, the setting aside whether the contract actually incorporates any RLA obligations, ALPA's flawed premise that allegation fails because it is based on the the RLA requires creation of a multi-carrier board of adjustment, which it clearly does not. Therefore, Group's execution of the 2002 Restructuring Agreement cannot create a contractual obligation to establish a multi-carrier board of adjustment. ALPA alleges that, regardless of whether the RLA compels Group to create a multi-carrier board of adjustment, breached its contractual obligations under LOA 8 in the resolution of the Piedmont and PSA pilots' Group has to participate flow-through grievances and to establish an arbitral adjustment board with sufficient jurisdiction to resolve disputes arising from the denial of bases Piedmont and PSA pilots' flow-through rights. this allegation on a provision of Resolution Procedures. LOA 8 ALPA entitled Dispute That LOA 8 provision states that the parties to the Dispute Resolution Procedures will be US Airways, PSA and ALPA, Carriers. representing the pilots of US Airways and the Because LOA 8 Section 9.e of later refers to US Airways Group the Dispute Resolution Procedures, -21- it PSA in is unclear whether the alleged party to Group or Airways. the Dispute Resolution Procedures For the purposes of this lawsuit, is however, that issue does not matter because Group was not a signatory to LOA 8. As a non-signatory to LOA 8, alleged breach of the commonsense that rule contract. that, Group cannot be The Fourth Circuit has endorsed in the labor law context, against a non-signatory of a contract cannot be for violation of the contract." Int'l Union, v. Corp.. 895, Covenant Coal 977 Section 3 01 preemption). Circuit agreed with the axiomatic that contract. have agreed to Here, LOA 8 8. and, As F.2d lower court's its terms." in fact, a result, only the Id. the reasoning {LMRA the Fourth that "[i]t is can violate that conduct of the parties who omitted). concedes that Group was not a signatory to ALPA's claim against Group extent ALPA purports Complaint's legislative bound by its Corp.. 1992) PSA and ALPA were the only signatories to LOA have recognized that either suit United Mine Workers (internal quotations contractual obligations under LOA 8 theory, "a considered a suit (4th Cir. In Covenant Coal governs ALPA itself To the 897 only a party to a contract A contract sued for an cannot be is no policy of or judge-made, subsidiary's alleged sustained. to rely on a veil-piercing factual allegations "there for breach of that short. federal a parent labor contracts -22- fall Courts labor law, corporation is simply because it controls the subsidiary's stock and participates subsidiary's management." Workers. 736 Paperworkers (1st Cir. F.2d 879, T.P. its 1984) Prop. it subsidiaries a ALPA's Complaint the v. single Corp., that Subsidiaries, it not were mere so far as ceased entirely to operate as does not allege sham operations. company has engaged and subsidiary of in the Group to allege that the independent businesses, that ALPA believed the carriers Accordingly, ALPA cannot rely on a veil-piercing theory to extend alleged contractual obligations Group based on a contract For Inc., the foregoing US Airways, Airlines, Inc. Inc., that Group did not reasons, Defendants' Piedmont Airlines, Joint Motions in ignored the that Group participates over the operations and the Complaint 35-36 that Group engaged in control carriers F.2d 33, company. alleges go Tel. in federal the parent and exercises does 583 so abused or nowhere alleges Complaint Fed'n of (citing United are whether the parent treated as While Inc. the questions conduct and whether independence of fraud. Bell (3d Cir. Instead, veil-piercing cases should be 887 Int'l Union v. 1978)). fraudulent Am. in the to Dismiss -23- sign. US Airways Group, Inc., and PSA should be GRANTED. to An appropriate order shall issue /s/ Claude M. Hilton United States District Judge Alexandria, August ~2*£ , Virginia 2009 -24-
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