The opinion of the court was delivered by: Paul L. Friedman United States District Court
This matter is before the Court on the motion of defendant American Airlines, Inc. ("American") to dismiss the plaintiff's complaint. By an Order dated July 16, 2010, the Court advised the parties that it would convert the defendant's motion to dismiss into a motion for summary judgment and gave them time in which to supplement the record and their arguments in light of that conversion. Both the plaintiff and the defendant submitted additional memoranda in response to the Court's Order. In addition, the plaintiff requested that the Court construe its filings as a cross-motion for summary judgment. After considering the parties' submissions, the relevant legal authorities, and the entire record in this case, the Court will grant the defendant's motion, deny the plaintiff's cross-motion, and enter judgment for American.*fn1
Plaintiff Allied Pilots Association ("APA") serves as the certified collective bargaining representative of pilots who fly for American. Compl. ¶ 3. Under the collective bargaining agreement ("CBA") signed by the APA and American, "[a]ll flying performed by or on behalf of [American] or an Affiliate [is to] be performed by pilots on the American Airlines Pilots Seniority List," subject to limited exceptions that are enumerated in the CBA. CBA § 1(C)(1). The Seniority List, which is maintained by American, "contains the names of all pilots arranged in the order of system seniority, whether active or inactive, and the seniority date of each pilot." Id. § 13(G)(1).
While pilots on the Seniority List generally have a contractual right to do all of American's flying, the CBA makes an exception to that rule for flights subcontracted by American to commuter air carriers. Compl. ¶ 7; CBA § 1(D). That exception is limited, however, by a provision creating what is known as the "cockpit crewmember floor" ("crewmember floor" or "floor"):
In the event that the number of cockpit crewmembers employed by [American] on the American Airlines Pilots Seniority List goes below 7300, the parties agree that the commuter [air carrier] exception . . . shall be terminable at the option of APA following a 90-day period to provide an opportunity for discussion. . . .
CBA § 1(D)(4). The CBA further specifies, in a provision known as the "merger exclusion," that "[p]ilots added to the American Airlines Pilots Seniority List by way of seniority merger shall not count in calculating the number of cockpit crewmembers" that count toward the crewmember floor. Id.
In August of 2008, the APA filed a grievance in which it claimed that American was in violation of Section 1(D)(4), the provision of the CBA that establishes the cockpit crewmember floor. Compl. ¶ 12. According to the APA, "the number of cockpit crewmembers employed by [American] on the American Airlines Pilots Seniority List" at that time amounted to fewer than 7,300 because the following categories of pilots did not count towards the crewmember floor: (1) furloughed pilots, id. ¶ 15; (2) "pilots on medical, disability or military leave," Opp. at 4; (3) "Management and Chief pilots not covered by the CBA or even represented by the APA," id.; (4) pilots employed by American Eagle who had received a spot on American's Seniority List, id.; and (5) pilots "added to the American pilot workforce by American's 1999 acquisition of Reno Air and 2001 acquisition of TWA." Id. at 5. American, on the other hand, contended that all of those pilots did count towards the crewmember floor, and that the "number of cockpit crewmembers employed by [American]" therefore was considerably higher than 7,300. Opp. at 6.
In conformity with the terms of the CBA and the Railway Labor Act, 45 U.S.C. §§ 151 et seq., the APA submitted its grievance to the American Airlines System Board of Adjustment ("System Board" or "Board") for resolution. Compl. ¶ 12; see CBA § 23 (establishing the System Board and defining its duties and the scope of its authority); 45 U.S.C. §§ 153, 184 (providing for the establishment of adjustment boards by airlines and their employees). The grievance was heard by a Board panel consisting of two members appointed by the APA, two members appointed by American, and one neutral arbitrator approved by both the APA and American. See Award at 27; CBA § 23(B)-(C).
The Board ruled in American's favor. Award at 25-26. After reviewing the factual background of the grievance and reciting the language of Section 1(D)(4) of the CBA, which creates and defines the crewmember floor, the Board summarized the arguments of the parties. It noted that, according to the APA, the pilots that could be counted toward the crewmember floor did not include "former TWA and Reno pilots; furloughed pilots; American Eagle pilots; management and Chief pilots, pilots on medical, disability, personal or military leave; Check Airmen; Tulsa pilots; and staff pilots." Id. at 4-5. After describing American's contrary interpretation of the CBA and reviewing basic principles of contract interpretation, the Board identified the issues before it as follows:
The contract interpretation questions involving Section 1(D)(4) which are raised by the instant grievance relate primarily to the following: first, to the phrase "the number of cockpit crewmembers employed by the Company on the American Airline Pilot Seniority List," which defines the comparator group of current pilots who count against the 7,300 cockpit crewmember floor; and second, to the language added in 1997, "pilots added to the American Airline Pilot Seniority List by way of seniority merger," a group expressly excluded from counting against the floor.
More precisely, does the first phrase encompass the entire pilot complement on the Seniority List or is it limited to active pilots[?] As to the "merger exclusion," should it be interpreted to deal only with future mergers after the [e]ffective date of the 2003 [CBA], or does it exclude all pilots added to the Seniority List by a merger after 1997[?]
To answer those interpretive questions, the Board analyzed the text, structure, purpose, and drafting history of the CBA. According to the Board, the original purpose of the crewmember floor, which was first added to the CBA in 1987, was to protect "the entire pilot complement on the Seniority List" from attrition. Award at 19. The Board based that conclusion at least in part on the testimony of Phillip Smythe, an American executive who had participated in the negotiation of the crewmember floor in 1987. Id. at 12-13. Mr. Smythe testified that the level of the crewmember floor was set at 6,285 in 1987 because that number ...