PEREZ v. PORTLAND MAINE AREA LOCAL NO 458 AMERICAN POSTAL WORKERS UNION

Filing 35

ORDER ON PLAINTIFFS MOTION TO ENFORCE TERMS OF PARTIES STIPULATION OF SETTLEMENT AND DISMISSAL granting 30 Motion to Enforce Terms of Parties' Stipulation of Settlement and Dismissal By JUDGE JON D. LEVY. (nwd)

UNITED STATES DISTRICT COURT
DISTRICT OF MAINE
THOMAS E. PEREZ, Secretary of
Labor, United States Department of
Labor,
Plaintiff,
v.
PORTLAND MAINE AREA LOCAL
NO. 458 AMERICAN POSTAL
WORKERS UNION,
Defendant.

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ORDER ON PLAINTIFF’S MOTION TO ENFORCE TERMS OF PARTIES’
STIPULATION OF SETTLEMENT AND DISMISSAL
The Secretary of the United States Department of Labor (the “Secretary”) has
moved to enforce the terms of a settlement agreement he entered into with the
Portland Maine Area Local No. 458 American Postal Workers’ Union (the “Union”).
ECF No. 30. After careful consideration, I grant the Secretary’s motion.
I. FACTUAL AND PROCEDURAL BACKGROUND
In August 2014, the Secretary sued the Union, alleging that certain labor law
violations occurred during the Union’s March 13, 2014 election of officers. See ECF
No. 1 at 1. The parties settled this claim on April 16, 2015. See ECF No. 26. Broadly,
the parties agreed that the Secretary’s complaint would be dismissed and that the
Union would conduct a new election for the offices of General President and General
Vice President. Id. at 2. In addition, the parties agreed that the court would retain
jurisdiction over the action for the sole purpose of resolving any disputes with respect

to the enforcement of the settlement. ECF No. 27 at 2; see also Kokkonen v. Guardian
Life Ins. Co. of Am., 511 U.S. 375, 381 (1994).
After the settlement, one of the two candidates who had run for General
President in the March 2014 election decided not to seek election a second time. ECF
No. 30 at 2-3. The Union believes that the terms of the settlement do not require it
to hold new nominations for General President in these circumstances. ECF No. 31
at 4. Rather, the Union argues that the settlement agreement either does not require
a new election to be held for the office of General President, or that it allows the sole
remaining candidate for General President – the incumbent – to run unopposed. Id.
at 5.

The Secretary disagrees, contending that the settlement agreement now

mandates an open nomination process. ECF No. 30 at 4.
The portion of the settlement agreement at issue is paragraph four, which
reads as follows:
The Parties . . . hereby stipulate and agree through their
undersigned counsel that the Defendant shall conduct a
new election and, as necessary, new nominations limited to
the prior nominees, for the offices of General President and
General Vice President no later than four months from the
date this stipulation of settlement and dismissal is soordered by the Court. The new election shall be conducted
by the Defendant under the supervision of the Secretary.
ECF No. 26 at 2 (emphasis added).
After learning that the Union intended to hold new elections without opening
the nominations for General President, the Secretary filed a motion to enforce the
settlement agreement by requiring “that new nominations be held for the office of

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General President[.]” ECF No. 30 at 4. A hearing was held on this motion on July
28. See ECF No. 34.
II. DISCUSSION
As a threshold matter, the parties’ dispute raises the question of whether
paragraph four of the settlement agreement is ambiguous. “[L]anguage is ambiguous
if the terms are inconsistent on their face, or if the terms allow reasonable but
differing interpretations of their meaning.” Rodriguez-Abreu v. Chase Manhattan
Bank, N.A., 986 F.2d 580, 586 (1st Cir. 1993). While unambiguous language is
interpreted according to its “plain and natural meaning,” ambiguous terms are
clarified by inquiring into the intent of the parties. Smart v. Gillette Co. Long-Term
Disability Plan, 70 F.3d 173, 178 (1st Cir. 1995). This inquiry involves consideration
of the surrounding circumstances, including undisputed extrinsic evidence.
Rodriguez-Abreu, 986 F.2d at 586.
Each party offers its own interpretation of paragraph four.

The Union

contends primarily that “the language of the Settlement Agreement, and in particular
Paragraph 4 is clear: Elections are only ‘if necessary’, and would only include ‘new
nominations limited to the prior nominees.’” ECF No. 31 at 4.1 In contrast, the
Secretary asserts that had the same two nominees for General President who ran in
the earlier election agreed to run again in the supervised election, new nominations
would not be “necessary” for purposes of paragraph four. ECF No. 30 at 3. But
because one of the nominees has withdrawn, the Secretary contends that “it is now

This reference to “if necessary” is obviously intended to refer to the settlement agreement’s
employment of the term “as necessary.”
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‘necessary’ for there to be ‘new nominations limited to the prior nominee’ for General
President.” Id.
Although the Secretary and Union offer vastly different interpretations,
neither argues that paragraph four is ambiguous. See ECF No. 31 at 2; ECF No. 32
at 5. Nor is an ambiguity necessarily “created merely because the litigants disagree
about the meaning of a contract.” Nicolaci v. Anapol, 387 F.3d 21, 26 (1st Cir. 2004).
An unartfully drafted provision in a settlement agreement may still be unambiguous
if it is reasonably susceptible to one interpretation and not two or more
interpretations.

For reasons I will explain, I conclude that the Secretary’s

construction is reasonable, and that the constructions advanced by the Union are not.
The Secretary’s construction is in keeping with paragraph four’s use of the
term “as necessary” to qualify “new nominations limited to the prior nominees.” This
construction honors the requirement, unconditionally expressed earlier in the
sentence, that the Union “shall conduct a new election[.]” ECF No. 26 at 2 (emphasis
added.). The only requirement that paragraph four qualifies “as necessary” is the
potential need for “new nominations” which are “limited to the prior nominees.” Id.
Although less than clear, this provision can reasonably be understood to mean that if
both of the existing nominees from the previous election will participate in the
supervised election, new nominations are not necessary. And further, that if one or
both of the nominees from the prior election will not participate in the supervised
election, new nominations are necessary.

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For the same reasons, the alternate constructions of paragraph four offered by
the Union are not supported by the paragraph’s language. First, the Union contends
that “if necessary” qualifies the necessity of a “new election” and, if an election is
necessary, new nominations would be limited to the prior nominees. ECF No. 31 at
4.

This construction is unreasonable because a new election is unconditionally

required by paragraph four’s directive that, “the [Union] shall conduct a new
election[.]” Id. (emphasis added). “Shall” is unconditional. Further, the term “as
necessary” qualifies “new nominations limited to the prior nominees.” Id. “[A]s
necessary” cannot be treated, in direct defiance of the sentence’s syntax, as qualifying
“a new election” because “a new election” precedes “as necessary” and is separated
from it by the word “and.” Accordingly, the Union’s first proposed construction of
paragraph four does not align with the paragraph’s language and syntax.
The other possible construction suggested by the Union is that under
paragraph four, “it stands to reason that the General Vice President nominees would
seek nomination and run, and that the one General President nominee would seek
the nomination and run unopposed.” ECF No. 31 at 5. Under this construction, new
nominations would only be “necessary” – thereby triggering paragraph four’s
requirements – if both of the existing nominees withdrew from the supervised
election. The language of paragraph four does not, however, suggest this limitation.
There is, therefore, no reasonable basis upon which to limit the necessity of new
nominations to the circumstance where both of the existing nominees withdraw from
consideration.

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III. CONCLUSION
I conclude that the settlement agreement is unambiguous, and that its plain
meaning requires the Union to permit new nominations for General President under
the circumstances now presented. The Secretary’s motion (ECF No. 30) is hereby
GRANTED. It is ORDERED that the Union shall permit new nominations for the
office of General President, and the supervised election shall be completed and
certified by the Secretary within four (4) months of entry of this order.
SO ORDERED.
/s/ Jon D. Levy_____________
U.S. District Judge

Dated this 20th day of August, 2015.

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