Association of Flight Attendants/Communications Workers Association v. Spirit Airlines, Inc.

Filing 12

OPINION AND ORDER granting 5 Motion to Dismiss. Signed by District Judge Patrick J. Duggan. (MOre)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
ASSOCIATION OF FLIGHT
ATTENDANTS– CWA, AFL-CIO,
Plaintiff,
Civil Case No. 2:12-CV-15641
Honorable Patrick J. Duggan

v.
SPIRIT AIRLINES, INC.,
Defendant.
_____________________________________/

OPINION AND ORDER GRANTING DEFENDANT’S
MOTION TO DISMISS COMPLAINT
The Association of Flight Attendants–CWA, AFL-CIO (“AFA” or “Union”)
initiated this action on December 26, 2012, seeking relief under the Railway Labor Act
(“RLA”), 45 U.S.C. §§ 151 et seq. Presently before the Court is Defendant Spirit
Airlines, Inc.’s motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(1)
and/or (6), filed January 23, 2103. The motion has been fully briefed. The Court held a
motion hearing on April 25, 2013, and now grants Defendant’s motion.
Factual and Procedural Background
AFA is a labor organization representing the flight attendants employed by Sprit
Airlines, Inc. (“Spirit”). (Compl. ¶ 1.) Spirit is a common carrier engaged in interstate
commerce. (Id. ¶ 2.) AFA and Spirit are parties to a collective bargaining agreement
(“CBA”) which became effective February 7, 2003 and renews itself annually without
change. (Id. ¶ 6.)

Section 22 of the CBA governs the filing and processing of grievances under the
agreement. (Id. ¶ 7, citing Ex. A.) Pursuant to Section 22, the process culminates in final
and binding arbitration of unresolved grievances before a board of adjustment known as
the Sprit Airlines, Inc. Flight Attendant System Board of Adjustment (“System Board”).
(Id. Ex. A § 22.) The CBA provides that the System Board “shall consist of three (3)
Board Members: a Union representative, a Company representative, and an arbitrator.”
(Id. § 22.F.3.a.) The CBA further provides that the Union and Company representatives
must be full-time Spirit employees. (Id.) Arbitrators are selected from a panel of five
individuals agreed to by the parties. (Id. § 22.F.3.d.)
On January 28, 2011, AFA filed a grievance regarding domestic partner health
benefits, grievance number 39-99-02-01-11. (Compl. ¶ 16.) The grievance proceeded to
arbitration before the System Board on July 26, 2012. (Id.) The System Board Members
at the time were Union representative Carmen Linn, Company representative Costin
Corneanu, and Arbitrator Susan Brown. (Id. ¶¶ 12, 13, 17.) It was noted at the hearing
that Linn intended to retire from Spirit possibly in September 2012. (Id. ¶ 18.) In
anticipation of her retirement, the Union had appointed Ramona Rios, another full-time
employee, to serve as Linn’s replacement upon her retirement. (Id. ¶ 19.) Rios attended
the arbitration and was introduced as Linn’s successor. (Id. ¶ 20.)
The System Board did not convene or consult after the July 26, 2012 hearing. (Id.
¶ 21.) Pursuant to the CBA, the System Board must render a decision within thirty (30)
days after the close of the grievance hearing and/or submission of briefs. (Id. Ex. A
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§ 22.F.4.a.) The CBA further provides that decisions of the System Board “shall be by a
majority vote and shall be final and binding on all parties.” (Id. § 22.F.4.a.)
Linn retired effective September 1, 2012. (Id. ¶ 22.) On September 26, 2012,
Arbitrator Brown circulated a “draft” opinion and award in favor of the Union. (Id. ¶¶ 14,
25.) Arbitrator Brown’s usual practice on the System Board was to draft the opinion and
award and share it with the other members prior to an “executive session” where the case
would be discussed among the members. (Id. ¶ 14.)
According to AFA, party System Board members (i.e., the Union member and
Company member), “in all previous cases . . . signed decisions in favor of their own party
and dissented in decisions favoring the opposing party.” (Id. ¶ 10.) In conformance with
this practice, Corneanu, as the Company representative, will not sign to affirm Arbitrator
Brown’s draft decision. (Id. ¶ 28.) AFA proposes to have Linn or Rios sign on behalf of
the Union. Spirit objects to Linn because only full-time employees are eligible System
Board members and she now is retired. (Id. ¶ 31; see also Ex. A ¶ 22.F.3.a.) Spirit also
objects to Rios because she was not designated as the System Board member at the
hearing itself. (Id. ¶ 33.) Spirit maintains that only three options are available at this
juncture: (1) proceed with the existing board of Arbitrator Brown and Corneanu and hope
to reach a majority decision or a deadlock which results in the effective denial of the
grievance; (2) start anew by appointing a new arbitrator (as Brown no longer is on the list
of agreed-to neutral arbitrators) and rehear the grievance; or, (3) withdraw the grievance.
(Id. ¶ 36.) AFA has proposed as an alternative that the grievance be heard de novo by a
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new System Board chaired by Arbitrator Brown. (Id. ¶ 38.) Spirit rejected this proposal.
To resolve this impasse, AFA filed this lawsuit.
In its Complaint, AFA alleges that by refusing to recognize Linn or Rios, “Spirit is
seeking to circumvent the finalization and enforcement of an Opinion and Award that is
favorable to AFA.” (Id. ¶ 41.) AFA maintains that this constitutes a violation of Section
204 of the RLA, 45 U.S.C. §§ 153 and 184. (Id. ¶ 43.) AFA asks the Court to inter alia
issue an order requiring Spirit to either: (a) recognize Linn as a member of the System
Board for the purpose of completing the arbitration of the grievance or (b) recognize Rios
as a substitute member for that purpose. Alternatively, AFA asks the Court to compel
Spirit to resubmit the grievance for de novo hearing before a System Board chaired by
Arbitrator Brown.
Spirit responded to AFA’s Complaint by filing the present motion to dismiss the
action pursuant to Federal Rule of Civil Procedure 12(b)(1) and/or (6). Spirit argues that
dismissal is appropriate under Rule 12(b)(1) because this Court lacks subject matter
jurisdiction to decide the “minor dispute” raised by AFA’s Complaint. Alternatively, but
for the same reason, Spirit contends that AFA fails to state a claim on which relief may be
granted and thus dismissal under Rule 12(b)(6) is appropriate.

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Applicable Standards
A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) tests the
legal sufficiency of the complaint. RMI Titanium Co. v. Westinghouse Elec. Corp., 78
F.3d 1125, 1134 (6th Cir. 1996). Under Federal Rule of Civil Procedure 8(a)(2), a
pleading must contain a “short and plain statement of the claim showing that the pleader
is entitled to relief.” To survive a motion to dismiss, a complaint need not contain
“detailed factual allegations,” but it must contain more than “labels and conclusions” or
“a formulaic recitation of the elements of a cause of action . . .” Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 1964-65 (2007). A complaint does not
“suffice if it tenders ‘naked assertions’ devoid of ‘further factual enhancement.’” Ashcroft
v. Iqbal, 556 U.S. 662, 678 , 129 S. Ct. 1937, 1949 (2009) (quoting Twombly, 550 U.S. at
557, 127 S. Ct at 1966).
As the Supreme Court provided in Iqbal and Twombly, “[t]o survive a motion to
dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a
claim to relief that is plausible on its face.’” Id. (quoting Twombly, 550 U.S. at 570, 127
S. Ct. at 1974). “A claim has facial plausibility when the plaintiff pleads factual content
that allows the court to draw the reasonable inference that the defendant is liable for the
misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556, 127 S. Ct. at 1965). The
plausibility standard “does not impose a probability requirement at the pleading stage; it
simply calls for enough facts to raise a reasonable expectation that discovery will reveal
evidence of illegal [conduct].” Twombly, 550 U.S. at 556, 127 S. Ct. at 1965.
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In deciding whether the plaintiff has set forth a “plausible” claim, the court must
accept the factual allegations in the complaint as true. Id.; see also Erickson v. Pardus,
551 U.S. 89, 94, 127 S. Ct. 2197, 2200 (2007). This presumption, however, is not
applicable to legal conclusions. Iqbal, 556 U.S. at 668, 129 S. Ct. at 1949. Therefore,
“[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory
statements, do not suffice.” Id. (citing Twombly, 550 U.S. at 555, 127 S. Ct. at 1965-66).
Challenges to subject-matter jurisdiction under Federal Rule of Civil Procedure
12(b)(1) “come in two varieties: a facial attack or a factual attack.” Gentek Bldg. Prod.,
Inc. v. Sherwin-Williams Co., 491 F.3d 320, 330 (6th Cir. 2007). When a facial attack is
asserted, all of the allegations in the complaint must be taken as true, as with a Rule
12(b)(6) motion. Id. Under a factual attack, however, the court can actually weigh
evidence to confirm the existence of the factual predicates for subject-matter jurisdiction.
RMI Titanium Co. v. Westinghouse Elec. Corp., 78 F.3d 1125, 1134 (6th Cir. 1996).
In support of its claim that this Court lacks subject matter jurisdiction, Spirit offers
evidence outside AFA’s Complaint. However, the Court finds it unnecessary to consider
that evidence to decide Spirit’s motion under Rule 12(b)(1). Thus it is treating Spirit’s
challenge as a facial attack and, as the Court will do in evaluating Spirit’s alternative
argument for dismissal under Rule 12(b)(6), will consider only the facts alleged by AFA
in its pleading.
Applicable Law and Analysis
AFA invoked the jurisdiction of this federal court pursuant to 28 U.S.C. § 1331,
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because its claims “arise under” the RLA. The RLA establishes mandatory methods for
resolving disputes between employers subject to the act and their employees “to promote
peaceful and efficient resolution of those disputes.” Union Pacific R.R. Co. v. Bhd. of
Locomotive Eng’rs and Trainmen Gen. Comm. of Adjustment, Central Region, 558 U.S.
67, –, 130 S. Ct. 584, 591 (2009) (citation omitted). Which method is applicable depends
on which of two types of disputes are at issue: “major disputes” or “minor disputes.”
Major disputes “ ‘relate[] to disputes over the formation of collective agreements
or efforts to secure them. They arise where there is no such agreement or where it is
sought to change the terms of one, and therefore the issue is not whether an existing
agreement controls the controversy.’ ” Consol. Rail Corp. v. Ry. Labor Executives’
Ass’n, 491 U.S. 299, 302, 109 S. Ct. 2477, 2480 (1989) (quoting Elgin, J. & E.R. Co. v.
Burley, 325 U.S. 711, 723, 65 S. Ct. 1282, 1289-90 (1945)). The RLA requires
bargaining and mediation in the event of a major dispute. Id.; see also 45 U.S.C. § 183.
A “minor dispute,” in comparison,
“contemplates the existence of a collective agreement already concluded or,
at any rate, a situation in which no effort is made to bring about a formal
change in terms or to create a new one. The dispute relates either to the
meaning or proper application of a particular provision with reference to a
specific situation or to an omitted case.”
Consol. Rail Corp., 491 U.S. at 303, 109 S. Ct. at 2480 (quoting Burley, 325 U.S. at 723,
65 S. Ct. at 1289-90.) The RLA requires minor disputes to be handled through
conference and compulsory arbitration pursuant to the framework set forth in the statute.
See 45 U.S.C. § 184.
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When Congress extended the RLA to the air transportation industry, it specifically
excepted section 153. See 45 U.S.C. § 181 (“All of the provisions of subchapter I of this
chapter except section 153 of this title are extended to and shall cover every common
carrier by air engaged in interstate or foreign commerce . . .”). The Supreme Court has
held, however, that Congress still intended to extend much of the statutory scheme in
§ 153 to arbitration between air carriers and their employees. See Int’l Ass’n of
Machinists, AFL-CIO v. Central Airlines, Inc., 372 U.S. 682, 83 S. Ct. 956 (1963).
Pursuant to these procedures, disputes between air carriers and their employees not
resolved through the grievance process must be submitted to a Board of Adjustment. Id.
The Board of Adjustment may be established by agreement between the carrier
and its employees. 45 U.S.C. § 184. As indicated in the factual background section, in
their CBA, Spirit and AFA established a System Board comprised of a Union
representative, Company representative, and neutral selected from an approved list. In
accordance with the RLA, 45 U.S.C. §§ 153 First (m), (n), the CBA further provides that
decisions of the System Board shall be by a majority vote and are final and binding on the
parties.
The federal courts have jurisdiction to enforce and review awards issued by a
Board of Adjustment or System Board. See, e.g., Int’l Bros. of Teamsters v. Amerijet
Int’l, Inc., 755 F. Supp. 2d 1243, 1254 (S.D. Fla. 2010) (citing Central Airlines, Inc., 372
U.S. 682, 83 S. Ct. 956); see also 45 U.S.C. § 153 First (p). However, “arbitration
awards arising from minor disputes are reviewable by a district court on narrow grounds.”
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Cont’l Airlines, Inc. v. Int’l Bhd. of Teamsters, 391 F.3d 613, 617 (5th Cir. 2004). As set
forth in the RLA, review is limited to whether: (1) the System Board complied with the
statute, (2) conformed or confined itself to matters within its jurisdiction, or (3) a member
of the Board engaged in fraud or corruption. 45 U.S.C. § 153 First (q); see also Amerijet
Int’l, Inc., 755 F. Supp.2d at 1254 (citing Parsons v. Cont’l Airlines, Inc., 215 F. App’x
799, 801 (11th Cir. 2007)); Jones v. St. Louis-San Francisco Ry. Co., 728 F.3d 257, 261
(6th Cir. 1984) (citing Union Pacific R. Co. v. Sheehan, 439 U.S. 89, 93, 99 S. Ct. 399,
402 (1978)). The RLA further grants the federal district courts jurisdiction over lawsuits
brought by employees to enforce a System Board award issued in their favor. See 45
U.S.C. § 153 First (p); see also Union Pacific R.R., 130 S. Ct. at 592 (recognizing that
Congress provided “that an employee who obtained a monetary award against a carrier
could sue to enforce it, and the court could either enforce the award or set it aside.”).
While final awards may be subject to review in the federal courts, the RLA has
“ ‘foreclosed litigation’ over minor disputes.” Id. (citing Union Pacific R.R. Co. v. Price,
360 U.S. 601, 616, 79 S. Ct. 1351, 1359 (1959)). As the Sixth Circuit has explained, the
courts lack subject matter jurisdiction over a lawsuit raising a minor dispute that is
brought before the RLA-mandated arbitral process is completed. See, e.g., Emswiler v.
CSX Transp., Inc., 691 F.3d 782, 788 (6th Cir. 2012) (citing Kaschak v. Consol. Rail
Corp., 707 F.2d 902, 905 (6th Cir. 1983) (citing Andrews v. Louisville & Nashville R.R.,
406 U.S. 320, 92 S. Ct. 1562 (1972))). In such a case, the Sixth Circuit has advised that
“‘. . . a motion to dismiss pursuant to Rule 12(b)(1) must be sustained.’” Id. (quoting
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Kaschak, 707 F.2d at 905) (additional citation omitted). Subsequently in Emswiler,
however, the Sixth Circuit held that this approach needed to be modified following the
Supreme Court’s decision in Arbaugh v. Y & H Corporation, 546 U.S. 500, 126 S. Ct.
1235 (2006). Emswiler, 707 F.3d at 788-91.
The Emswiler court held that “in the aftermath of Arbaugh, completion of the
RLA-mandated arbitral process does not affect a district court’s subject matter
jurisdiction over a claim but instead goes to the court’s ability to reach the merits of a
dispute and grant relief . . ..” Id. at 790 (internal quotation marks and citation omitted).
The Sixth Circuit explained:
While the RLA clearly precludes the federal courts from granting relief on
minor disputes that have not first been brought through the RLA arbitral
process, such disputes still raise a question “arising under” federal law, i.e.
the RLA. See 45 U.S.C. § 153 First (i), (p), (q); 28 U.S.C. § 1331. So, it is
“less than meticulous” to say that failure to arbitrate under the RLA
deprives the courts of subject matter jurisdiction. See Arbaugh, 546 U.S. at
511, 126 S. Ct. 1235. Rather, the failure to arbitrate impacts the plaintiff’s
“ ‘ability to prove the defendant bound by the federal law asserted as the
predicate for relief– a merits-related determination.’ ” Arbaugh, 546 U.S. at
511, 126 S. Ct. 1235 (quoting 2 J. Moore et al., Moore’s Federal Practice
§ 12.30[1], p. 12–36.1 (3d ed. 2005)).
Emswiler, 691 F.3d a 789.
Here, in its Complaint, AFA asks the Court to enforce the “award” as drafted by
Arbitrator Brown. AFA views the decision as final and subject to federal court review
because (1) it is in favor of the union and (2) System Board representatives always rule in
favor of the party they represent and thus whoever serves in that position would join
Arbitrator Brown to create a majority. Thus the first question for this Court is whether
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Arbitrator Brown’s opinion is a valid “final and binding” arbitration award.
Pursuant to the RLA and the parties’ CBA, a majority vote is required to render a
valid decision. According to the CBA, Linn became ineligible to serve as a System
Board member once she ceased being a full-time Spirit employee. While the Court might
be able to presume based on the allegations in AFA’s Complaint that Linn would have
joined Arbitrator Brown to create a majority, the fact remains that she did not do so
before she became ineligible to serve on the System Board. See 45 U.S.C. § 153 First (n)
(“A majority vote of all members . . . eligible to vote shall be competent to make an award
with respect to any dispute submitted to it.”) (emphasis added). Moreover, Linn’s
ineligibility occurred before the board members consulted concerning Arbitrator Brown’s
draft decision, which the Sixth Circuit has recognized to be a minimum procedural
requirement under the RLA. Jones, 728 F.2d at 263-64 (holding that “in order to have a
valid award, a majority of the Board must hear the parties and participate in the
decisionmaking process before rendering an award” and that “it is improper for the
chairmen to render a decision against either party without first consulting with the other
designated arbitrators.”) (emphasis added).
The fact that Arbitrator Brown’s decision is not now final and binding does not
mean that it may not become so. In other words, re-arbitration may not necessarily be
required.1 AFA may be correct that Rios can step into Linn’s shoes or that some other

1

In Marine Products Export Corp. v. M.T. Globe Galaxy, 977 F.2d 66 (2nd Cir.
1992), the court set forth the “general rule” that “‘where one member of a three-person
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substitution is permissible. However, the determination of how to proceed under the
circumstances is not properly before the Court at this juncture.2 As AFA’s Complaint
suggests (see Compl. ¶¶ 31, 34), the dispute between the parties on how to proceed arises
from their distinct interpretations of the CBA. Whether the CBA contains terms
applicable to the situation or omits a relevant provision, the dispute constitutes a “minor”
one. See Burley, 325 U.S. at 723, 65 S. Ct. at 1289-90 (explaining that a “minor dispute”
is one that “relates either to the meaning or proper application of a particular provision
with reference to a specific situation or to an omitted case”). As set forth earlier, minor
disputes must first be resolved through the mandatory procedures set forth in the RLA.

arbitration panel dies before the rendering of an award and the arbitration agreement does
not anticipate that circumstance, the arbitration must commence anew with a full panel.’”
Id at 68 (quoting Trade & Transport, Inc. v. Natural Petroleum Charterers Inc., 931 F.2d
191 (2d Cir.1991)). This Court does not believe that it has authority to determine whether
the general rule should apply in this RLA case. Moreover, the Court does not believe that
it may decide in the first instance whether parties’ agreement anticipates the
circumstances presented (i.e. a board member retiring mid-arbitration).
2

This includes the determination of whether a de novo arbitration– if required–
must proceed with Arbitrator Brown or some other neutral member.
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Conclusion
In short, due to Linn’s inability to continue serving as a System Board member
before the board consulted and voted on Arbitrator Brown’s draft opinion and award,
there is no final and binding arbitration award that is subject to this Court’s review or that
can be enforced. Therefore, to the extent AFA’s Complaint seeks enforcement of
Arbitrator Brown’s decision, it fails to state a claim upon which relief can be granted.
Questions relevant to how the parties must proceed to resolve the domestic partner health
benefits grievance under these circumstances are not properly before the Court.
Accordingly,
IT IS ORDERED, that Defendant’s motion to dismiss pursuant to Rule 12(b)(1)
and/or 12(b)(6) is GRANTED.
Dated: May 2, 2013

s/PATRICK J. DUGGAN
UNITED STATES DISTRICT JUDGE

Copies to:
Deirdre Hamilton, Esq.
Marshall J. Widick, Esq.
Peter J. Petesch, Esq.
William B. Balke, Esq.

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