United States District Court, N.D. Illinois, Eastern Division
JAMES BARNES, WALTER CLARK, and PHILIP WHITEHEAD, individually and on behalf of all others similarly situated, Plaintiffs,
AIR LINE PILOTS ASSOCIATION, INTERNATIONAL, Defendant
James Barnes, Philip Whitehead, Plaintiffs: Myron Milton
Cherry, LEAD ATTORNEY, Alexandra Leigh Nickow, Jacie C Zolna,
Myron M. Cherry & Associates, Chicago, IL.
Walter Clark, David Bishop, Eric Lish, Individually and on
behalf of all others similarly situated, Plaintiffs: Myron
Milton Cherry, LEAD ATTORNEY, Alexandra Leigh Nickow, Myron
M. Cherry & Associates, Chicago, IL.
Line Pilots Association, International, Defendant: Michael E.
Abram, LEAD ATTORNEY, Thomas N. Ciantra, Cohen, Weiss and
Simon, New York, NY; Andrew L. Goldman, Rami N Fakhouri,
Goldman Ismail Tomaselli Brennan & Baum LLP, Chicago, IL;
Jonathan A Cohen, Marcus C. Migliore, Matthew E. Babcock, PRO
HAC VICE, Air Line Pilots Association, International,
Washington, DC; Joshua J. Ellison, PRO HAC VICE, Cohen, Weiss
and Simon LLP, New York, NY; Michael L. Winston, PRO HAC
VICE, Cohen, Weiss and Simon, New York, NY.
Opinion and Order
Feinerman, United States District Judge.
Airlines pilots James Barnes, Philip Whitehead, and Walter
Clark, on behalf of themselves and a class of United
management pilots, allege that Air Line Pilots Association,
International (" ALPA" ) unlawfully discriminated
against them in its allocation of $225 million of retroactive
pay (" retro pay" ) provided to United pilots after
ALPA and United entered into a collective bargaining
agreement in late 2012. Doc. 29. The management pilots claim
that ALPA breached its duty of fair representation to them
under the Railway Labor Act (" RLA" ), 45 U.S.C.
§ 151 et seq., and, in the alternative, that
ALPA unjustly enriched itself in violation of Illinois law by
accepting their payment of dues and fees. Ibid.
Earlier in the litigation, the court denied ALPA's motion
to dismiss and/or for summary judgment, ruling that
Plaintiffs were entitled to limited discovery on the question
whether ALPA, consistent with Air Wisconsin Pilots
Protection Committee v. Sanderson, 909 F.2d 213, 215-16
(7th Cir. 1990), complied with its fair representation duty
by providing a fair process for arbitrating disputes over the
retro pay allocation. Docs. 83-84 (reported at 2014 WL
4057419 (N.D. Ill. Aug. 14, 2014)). The court then denied
ALPA's motion for judgment on the pleadings as to the
management pilots' claims, Docs. 188-189 (reported at
F.Supp.3d, 2015 WL 5821577 (N.D. Ill. Sept. 30, 2015)), and
certified the management pilot class, Docs. 190-191 (reported
at F.R.D., 2015 WL 5822436 (N.D. Ill. Nov. 6, 2015)).
Familiarity with the court's prior opinions is assumed.
before the court is ALPA's summary judgment motion, which
argues under Sanderson that the RLA fair
representation claim fails because ALPA provided a fair
process for arbitrating disputes over the retro pay
allocation. Doc. 160. The motion is denied.
following facts are stated as favorably to Plaintiffs, the
non-movants, as the record and Local Rule 56.1 allow.
See Hanners v. Trent, 674 F.3d 683, 691
(7th Cir. 2012). In considering ALPA's summary judgment
motion, the court must assume the truth of those facts, but
does not vouch for them. See Smith v. Bray,
681 F.3d 888, 892 (7th Cir. 2012).
general background of this case is set forth in the
court's prior opinions. To summarize, United and ALPA in
late 2012 entered into a collective bargaining agreement, the
2012 United Pilot Agreement (" 2012 UPA" ), which
provided retro pay to compensate pilots for working at
depressed pay rates during the nearly three years of
negotiations over the new agreement. Doc. 29 at ¶ ¶
14-16. The retro pay did not fully compensate United pilots
for what they would have earned during the negotiating period
had the 2012 UPA pay rates taken effect upon the expiration
of the predecessor CBA in 2010. Id. at ¶ 17. As
a result, ALPA had to allocate the retro pay among its
various pilot groups. Ibid.
administrative manual sets forth the procedures under which
ALPA's Master Executive Councils (" MECs" ),
the bodies that manage bargaining and other decisions for
ALPA members at different airlines, allocate lump sums among
members. Doc. 170 at ¶ 5. Section 40.3.J of the manual
allows an MEC to negotiate an allocation formula as part of a
collective bargaining agreement, which the United MEC did in
this case. Id. at ¶ ¶ 6, 9. Section 40.3.J
establishes a dispute resolution procedure that pilots
dissatisfied with an MEC's allocation may invoke with the
consent of the ALPA President or MEC Chairperson.
Id. at ¶ ¶ 5, 10.
dispute resolution process works as follows. First,
ALPA's Executive Council, which consists of ALPA officers
and Executive Vice Presidents elected by pilot
representatives from all ALPA-represented carriers, reviews
the challenged allocation in as " expeditious a manner
as is appropriate," and either upholds the allocation or
orders it modified. Id. at ¶ ¶ 11-12. A
pilot seeking to challenge an Executive Council decision may
invoke arbitration, subject to the Executive Council's
approval. Id. at ¶ 13. The ALPA President
determines the process for selecting an arbitrator.
Id. at ¶ 14. The arbitrator, who has authority
to decide procedural issues, must consider the Executive
Council's decision but is not bound to follow it.
Id. at ¶ 15. ALPA bears the costs incurred by
the Executive Council and the arbitration proceeding, while
the pilots bringing the appeal bear their own costs.
Id. at ¶ 16.
merger with Continental and the December 2012 ratification of
the 2012 UPA left ALPA with $225 million of retro pay to
allocate among legacy United pilots. Id. at ¶
¶ 17-20. In mid-January 2013, the United MEC Chairperson
notified the pilots of the MEC's allocation and of the
Section 40.3.J dispute resolution process. Id. at
¶ 23. Shortly thereafter, numerous management pilots,
including Barnes and Whitehead, challenged the allocation
before the ALPA Executive Council. Id. at ¶ 25;
Doc. 176 at ¶ 3. Following a hearing, the Executive
Council upheld the allocation. Doc. 170 at ¶ 31.
March 6, 2013, ALPA informed United pilots of their right to
appeal via arbitration the Executive Council's decision,
and some management pilots, including Barnes and Whitehead,
appealed. Id. at ¶ ¶ 36, 44. ALPA's
President selected Richard Bloch, an experienced labor
arbitrator and past president of the National Academy of
Arbitrators, as the arbitrator. Id. at ¶ ¶
33-34. Citing alleged unfairness about certain of the
arbitration procedures, several pilots, including Barnes and
Whitehead, declined to participate. See id. at
¶ ¶ 37, 40-42, 46; Doc. 176 at ¶ ¶ ...