The opinion of the court was delivered by: Reggie B. Walton United States District Judge
Plaintiff, Howard University ("University"), and defendant, Metropolitan Campus Police Officer's Union ("Union"), are parties to a collective bargaining agreement ("CBA"). Complaint ("Compl.") ¶¶ 4-5. The plaintiff instituted this lawsuit pursuant to Section 301(a) of the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 185 (2000) ("Section 301"), seeking to vacate an arbitration award, dated November 13, 2005, issued in favor of the defendant.*fn1 Compl. at p. 1-2. Currently before the Court are (1) the plaintiff's motion to vacate the arbitration award ("Pl.'s Mot."), (2) the defendant's opposition to the plaintiff's motion to vacate ("Def.'s Opp.") and its motion to confirm the arbitration award, and (3) the plaintiff's reply in further support of its motion to vacate the arbitration award ("Pl.'s Reply"). For the reasons set forth below, the Court denies the plaintiff's motion to vacate and therefore the arbitration award in favor of the defendant is affirmed.
The plaintiff is a private institution of higher education that employs over 6,000 employees. Compl. ¶ 4. The employees working for the University's campus police department are part of a bargaining unit represented by the Union. Id. The Union is a labor organization and is the exclusive collective bargaining representative of a bargaining unit comprised of officers, sergeants, and other security personnel employed by the University's campus police department. Id. ; Pl.'s Mot., Exhibit ("Ex.") 1 (Collective Bargaining Agreement) ("CBA") at ¶ 1.2. At issue in this litigation is Appendix C, the Wage Compensation Package, of the CBA ("Appendix C ") that the parties were negotiating in the fall of 2003. Pl.'s Mot., Ex. 1 (CBA). Appendix C provides for salary increases for members of the bargaining unit during the term of the CBA. Pl.'s Mot. at 3 & Ex. 1 (CBA) at ¶¶ 33.1-126.96.36.199. The parties disagree on whether Appendix C was included as part of the CBA. The University contends that when an agreement on Appendix C had not been achieved by December 22, 2003, the parties agreed to defer further negotiations on that aspect of the CBA until after the Christmas holiday season. Pl.'s Mot. at 3. The University asserts that with this understanding, the Union and the University signed the CBA on December 22 and December 23, 2003, respectively. Id. On the other hand, the Union contends that the parties' negotiations included Appendix C and that the entire agreement was executed by Carla McCormick, president of the Union, on December 22, 2003, and H. Patrick Swygert, president of the University, on the following day. Def.'s Opp. at 1.
On May 6, 2004, the Union filed a grievance pursuant to Article 30 of the CBA alleging that the University violated Article 33 of the CBA by failing to compensate its members in compliance with Appendix C. Compl. ¶ 7; Pl.'s Mot., Ex. 1 (CBA); Def.'s Opp. at 1. The University responded that it never agreed to the terms of Appendix C as part of the CBA or otherwise. Compl. ¶ 7; Pl.'s Mot. at 4. Because resolution of the grievance was not resolved by the parties, pursuant to Article 30, Section 30.3.4 of the CBA, an arbitrator was selected to arbitrate the dispute. Compl. ¶ 8; Pl.'s Mot., Ex. 1 (CBA) at ¶ 30.3.4.
An arbitration hearing was held on July 26, 2005, before arbitrator Andree Y. McKissick. Pl.'s Mot., Ex. 3 (Arbitration Opinion and Award) ("Award") at 2. The stipulated issue for the arbitrator to address was: "Whether or not the Parties had a meeting of the minds on Appendix C, the Wage Compensation package?" Id. at 4. During the hearing, exhibits were offered and made part of the record and oral arguments were heard. Id. at 2. However, the arbitrator excluded the testimony of Kimberly Kline, Chief Negotiator for the Union, which the University sought to introduce.*fn2 Pl.'s Mot. at 4.
On November 13, 2005, the arbitrator issued her decisions. Pl.'s Mot., Ex. 3 ("Award"). The arbitrator sustained the Union's grievance, concluding that "the parties entered into a valid and binding, contract on December 23, 2003, as Appendix C was attached and could have been reviewed at that juncture." Id. at 1. Some of the arbitrator's grounds for her decision were the following: First, the arbitrator noted that the "objective law of contracts is that the written language embodies the terms of the agreement and will govern the rights and liabilities of the parties, irrespective of the intent of the parties at the time they entered the contract." Id. at 8. Applying this principle of contract law, the arbitrator found that once the CBA, including Appendix C, which was submitted with the CBA for approval, was executed by the Union president and President Swygert on behalf of the University, "the [CBA] became a viable contract, absent duress, fraud, or mutual mistake . . . ." Id. at 8-9. Second, the arbitrator found that "although fraud, duress and/or mutual mistake was alleged" by the University, " there [was] no evidence to support these allegations." Id. at 9. Instead, the arbitrator acknowledged that "it would seem that a unilateral mistake was made when President Swygert failed to carefully review the [CBA], which included Appendix C, before he ratified it." Id. Third, the arbitrator concluded that "the record does not reveal any clear and concrete evidence to support the University's contentions that it was agreed to by the parties that Appendix C would be tabled for discussion at a later date." Id. Specifically, the arbitrator found "the e-mail dated February 9, 2004, from Attorney Kline to Attorney Jenkins inquiring whether or not he had 'any comments/suggestions regarding the salary bands' alone is ambiguous." Id. Fourth, the arbitrator found that "the absence of President Swygert's testimony is significant because it made it difficult to ascertain his state of mind when he signed the [CBA]." Id. at 10. Therefore, without President Swygert's testimony to ascertain his intent and state of mind, the arbitrator found that his absence warranted the conclusion that "he knowingly and willingly entered [into] a valid and binding agreement when he signed the [CBA], which contained Appendix C." Id. Fifth, the arbitrator found that the "Union met its burden of proof with supporting data and testimony to show the viability of the [CBA]." Id. Sixth, the arbitrator found that based on "the totality of the events it would seem that the University fully agreed to the entire contract, except it had second thoughts on Appendix C because the total cost exceeded the $1.8 million dollar allotment." Id. at 10. In addition, the arbitrator found that since the University sought to implement the CBA before Christmas day, "in its haste, the University did not carefully review the entirety of the contract before it was signed by its President." Id.
On November 16, 2005, counsel for the University wrote a letter to the arbitrator challenging the award. Pl.'s Mot., Ex. 4 (Letter from University's General Counsel's Office to Arbitrator McKissick dated November 16, 2005) ("University Letter"). On or about February 2, 2006, the Union filed an initial pleading with the Superior Court of the District of Columbia seeking to confirm the arbitration award pursuant to D.C. Code § 16-4315 (2006). Compl. ¶ 11. Then, on February 13, 2006, the University removed the action to this Court on the ground that the Union's claim for relief under D.C. Code § 16-4315 is preempted by Section 301(a) of the LMRA, and therefore the claim presents a federal question pursuant to 28 U.S.C. § 1331. Id. ¶ 6. In conjunction with the removal of this matter to this Court, on February 13, 2006, the University filed a separate Complaint to Vacate the Arbitration Award with this Court pursuant to Section 301(a) of the LMRA.*fn3 Compl.
II. LEGAL ANALYSIS "[W]hen parties to a collective bargaining agreement have agreed to submit to arbitration, the function of the court is extremely limited." Am. Postal Workers Union, AFL-CIO v. U.S. Postal Serv., 254 F.Supp.2d 12, 14 (D.D.C. 2003) (citing Cole v. Burns Int'l Sec. Servs., 105 F.3d 1465, 1473 (D.C. Cir. 1997) (internal citations omitted)). Since it is the arbitrator who determines whether the moving party's position is correct, the court "ha[s] no business weighing the merits of the grievance, considering whether there is equity in a particular claim, or determining whether there is particular language in the written instrument which will support the claim." United Steelworkers of Am. v. Am. Mfg. Co., 363 U.S. 564, 568 (1960); Am. Postal Workers Union, AFL-CIO v. U.S. Postal Serv., 789 F.2d 1, 5 (D.C. Cir. 1986).
Although "[c]courts exercise only limited review of the merits of an arbitrator's decision in a labor dispute, [ ] they retain full authority to vacate awards that fail to confine themselves to matters within the scope of the arbitrator's assigned jurisdiction." Commc'n Workers of Am., AFL-CIO, CLC v. Am. Tel. & Tel. Co., 903 F.Supp. 3, 5 (D.D.C. 1995) (citing United Steelworkers v. Enter. Wheel & Car Corp., 363 U.S. 593, 597 (1960)). It is a well established principle that arbitration is a matter of contract; therefore, an arbitration award must draw its essence from the parties' collective bargaining agreement. See id.; AT & T Tech., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 648 (1986); Madison Hotel v. Hotel & Rest. Employees, Local 25, AFL-CIO, 144 F.3d 855, 857 (D.C. Cir. 1998).
A. Jurisdiction of the Arbitrator
The University argues that the arbitration award must be vacated pursuant to Section 301 of the LMRA "because the Arbitrator exceeded her jurisdiction by deciding whether the parties had formed a legally binding agreement on a Wage Compensation Package [--Appendix C--] that was still under negotiation at the time the parties executed the [CBA]." Pl.'s Mot. at 1. According to the University, "[i]ssues of contract formation are reserved for judicial resolution, not for an arbitrator." Id. at 1-2. In response, the Union opines that the University waived any right it had to challenge the arbitration proceedings, having "voiced its non-arbitrable argument for the first time in this court." Def.'s Opp. at 3. In support of its position, the Union contends that the "parties . . . were entitled to arbitrate any dispute" and that the University's failure to challenge the arbitrator's authority to decide whether there had been a meeting of minds as to Appendix C amounted to a waiver of the arbitrability of that issue. Id. at 3-4. And the Union notes that "the parties stipulated that the issue to be decided by the Arbitrator was: 'Whether or not the [p]arties had a meeting of the minds on Appendix C . . .'" Id. at 1-2.
Although the parties dispute whether there was a "meeting of the minds" as to Appendix C, there is no dispute that the parties agreed to the implementation of all other aspects of the CBA, including its arbitration provision. Pl.'s Mot. at 3-4; Def.'s Opp. at 2. Grievances the parties are unable to resolve themselves are subject to arbitration under the CBA. Pl.'s Mot., Ex. 1 (the CBA) at ¶ 188.8.131.52. Article 30.1.1 of the CBA provides, in pertinent part:
Only an allegation that there has been a violation, misapplication, or misinterpretation of the terms of this Agreement shall constitute a grievance under ...