Ballew v. Continental Airlines, Inc.

Case: 11-20279 Document: 00511742362 Page: 1 Date Filed: 01/31/2012

IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit

FILED
January 31, 2012

No. 11-20279 Lyle W. Cayce
Summary Calendar Clerk

EDWARD S. BALLEW; TIMOTHY J. SHANNON; CRAIG P. BOWCOCK;
WILLIAM BAUER,

Plaintiffs - Appellants
v.

CONTINENTAL AIRLINES, INCORPORATED; CONTINENTAL PILOTS
RETIREMENT PLAN,

Defendants - Appellees

Appeal from the United States District Court
for the Southern District of Texas

Before GARZA, SOUTHWICK, and HAYNES, Circuit Judges.
HAYNES, Circuit Judge:
This appeal arises from the district court’s order dismissing Plaintiffs-
Appellants’ (“Retirees”) claim for lack of subject matter jurisdiction due to the
Railway Labor Act’s (“RLA”) exclusive and mandatory dispute resolution process
that applies to Retirees’ claims. Retirees argue on appeal that the RLA does not
apply to them because they are no longer “employees” as contemplated by the
RLA, 45 U.S.C. §§ 151, 181. Alternatively, Retirees argue that even if the RLA
applies to them as former employees, they complied with the terms of their
Collective Bargaining Agreement (“CBA”), which allowed them to bring an action
in federal district court pursuant to Section 502(a)(1)(B) of the Employee
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No. 11-20279

Retirement Income Security Act (“ERISA”). For the reasons set forth below, we
AFFIRM.
I. Facts & Procedural History
Retirees are all former Continental Airlines pilots who filed a proposed
class action against Continental Airlines, Inc. and the Continental Pilots
Retirement Plan (“Continental”) in the United States District Court for the
Southern District of Texas in May 2010. Retirees sued under ERISA §
502(a)(1)(B), alleging Continental breached the terms of Retirees’ pension plan.
On March 21, 2011, the district court dismissed Retirees’ claims for lack of
jurisdiction, holding that the RLA applied to Retirees and that the RLA gives
exclusive jurisdiction over their contract interpretation claim to the
administrative resolution process. Retirees timely appealed the district court’s
order on April 18, 2011.
In their complaint, Retirees allege that Continental misinterpreted the
terms of their pension benefits as memorialized in the Retirement Plan—a
pension plan generally subject to ERISA. Specifically, Retirees contend that the
pilots’ retirement pensions should be calculated according to the most recent
sixty consecutive months’ salaries before leaving Continental. Retirees argue
that Continental inappropriately considered any utilized “sick leave” as an
interruption of a pilot’s consecutive sixty months and thus calculated the
continuous sixty month period from an earlier period in the pilot’s career.
Retirees aver that this computation method accounts for lower pension
calculations because pilots earn less earlier in their careers.
The CBA provided that employees like Retirees must seek review of
adverse benefit determinations through the Retirement Board, a properly
established “System Board” under the RLA, 45 U.S.C. § 184. The Retirement
Board is composed of four people, two appointed by Continental and two

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appointed by the Air Line Pilots Association (“ALPA”).1 Section 21 of the CBA
outlines the jurisdiction of the Board, vesting it with the authority to hear
grievances stemming from the “interpretation or application of any of the terms
of the Agreement.” The CBA specifically exempts “changes in hours of
employment, rates of compensation, or working conditions covered by existing
agreements between the parties,” from the Board’s jurisdiction. Moreover,
section 21 dictates that “all cases properly referred to [the Board] will be final
and binding upon the parties.” If the Board deadlocks on a particular dispute,
parties are allowed to seek further arbitration, so long as the claimants waive
their right to further litigation and the arbitrator is selected from a mutually
agreed list of ERISA arbitrators. If the Board does not deadlock the CBA
contemplates employees’ ability to sue under ERISA.
Section 28 of the CBA expressly incorporates Continental’s retirement
plans into the CBA—including the Retirement Plan at issue here. Section
9.21(c) of the Retirement Plan provides standard notification procedures for a
claimant’s adverse benefit determination by a Benefits Administrator. That
provision requires the Administrator to “includ[e] a statement of the Claimant’s
right to bring a civil action under section 502(a) of ERISA following an adverse
benefit determination on review.” Section 9.21(d) of the Retirement Plan
provides that a Plan participant has a right to have an adverse benefit
determination reviewed by the Retirement Board. That section also provides a
claimant with “the opportunity to submit written comments, documents, records,
and other information relating to the claim for Plan benefits to the Retirement
Board” and establishes that a “decision on review by the Retirement Board will

1
The Retirement Board is composed of representatives selected by both the employees’
union and the employer and is in place to resolve disputes under a CBA; by contrast, a Plan
Administrator is generally selected by the employer and owes a fiduciary duty to Plan
beneficiaries in administering the Plan, see Izzarelli v. Rexene Prods. Co., 24 F.3d 1506, 1509
n.3 (5th Cir. 1994).

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be binding and conclusive upon all persons and the Claimant shall neither be
required nor permitted to pursue further appeals to the Retirement Board.” The
following section, 9.21(e), does, however, contemplate a claimant’s “right to bring
an action under section 502(a) of ERISA” following an adverse determination by
the Retirement Board. Like the CBA, the Retirement Plan, section 9.21(f),
allows a claimant to pursue binding arbitration before an ERISA arbitrator in
the event of a Retirement Board deadlock.
Acting for Retirees, Captain Edward Ballew sought review of Continental’s
initial adverse benefit determination on August 6, 2009 and made oral
arguments to the Retirement Board on August 10, 2009. The Retirement Board
issued a unanimous decision rejecting Ballew’s interpretation of the Plan in
October 2009. In its decision, the Retirement Board provided that “Captain
Ballew also has the right to bring suit under section 502(a) of ERISA.” Retirees
thus commenced this action in May 2010.
II. Standard of Review
This Court has jurisdiction over the final judgment of the district court
under 28 U.S.C. § 1291. We review a district court’s dismissal for lack of subject
matter jurisdiction under Rule 12(b)(1) de novo. Ramming v. United States, 281
F.3d 158, 161 (5th Cir. 2001); see also St. Paul Fire & Marine Ins. Co. v.
Labuzan, 579 F.3d 533, 538 (5th Cir. 2009) (stating that this Court reviews a
district court’s rulings on questions of statutory interpretation de novo). We may
also affirm on any ground supported by the record, including one not reached
by the district court. Moncrief Oil Int’l Inc. v. OAO Gazprom, 481 F.3d 309, 311
(5th Cir. 2007).
The party asserting jurisdiction bears the burden of proof for a 12(b)(1)
motion to dismiss. Ramming, 281 F.3d at 161 (citations omitted). The plaintiff
must prove by a preponderance of the evidence that the court has jurisdiction
based on the complaint and evidence. Patterson v. Weinberger, 644 F.2d 521, 523

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(5th Cir. 1981). A court can find that subject matter jurisdiction is lacking based
on “(1) the complaint alone; (2) the complaint supplemented by undisputed facts
evidenced in the record; or (3) the complaint supplemented by undisputed facts
plus the court’s resolution of disputed facts.” Ramming, 281 F.3d at 161 (citing
Barrerra-Montenegro v. United States, 74 F.3d 657, 659 (5th Cir. 1992)).
III. Discussion
Retirees filed this action pursuant to ERISA § 502(a)(1)(B), alleging that
Continental breached the CBA by failing to provide Retirees with pension
benefits outlined in the Retirement Plan. The issues presented by this appeal
are (1) whether the RLA applies to Retirees as “employees” under the Act; and
(2) whether, despite the RLA’s exclusive arbitration procedures, Retirees may
seek judicial review of adverse Retirement Board determinations.
A. Retirees as “Employees” under the RLA
First, Retirees contend that they are not covered by the RLA. Citing the
language governing the RLA, 45 U.S.C. §§ 151, 181, Retirees argue that their
status as former employees exempts them from the RLA’s mandates. This
argument has been squarely rejected by this court. See Bowcock v. Cont’l
Airlines, Inc., No. 10-20856, 2011 WL 2672521 (5th Cir. July 8, 2011)
(unpublished).2 In that case, one of the appellants here, Craig Bowcock,
pursued similar litigation based on his allegation that Continental breached its
fiduciary duty under ERISA by indicating that he would have to abandon his
contemporaneous pension claims (the suit before us now) in order to take
advantage of an early retirement program. This Court affirmed the district
court’s dismissal of Bowcock’s claims due to lack of subject matter jurisdiction.
Id. at *3. Bowcock argued, just as Retirees do here, that the RLA’s mandatory

2
Although Bowcock is unpublished and, therefore, not precedential, it represents a
reasoned opinion by our court on the same general facts presented in this case. We therefore
rely upon it as persuasive authority.

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dispute resolution procedures were not applicable to him as a retiree because
retirees are not “employees” under the RLA. Id. at *1. As noted in Bowcock, the
Supreme Court decided this issue in Pennsylvania Railroad Co. v. Day, 360 U.S.
548 (1959). The Day Court considered whether the National Railroad
Adjustment Board maintained exclusive jurisdiction over a former rail employee.
Id. at 551. Holding that the RLA applied despite the claimant’s status as a
retiree, the Court stated that “[a]ll the considerations of legislative meaning and
policy which have compelled the conclusion that an active employee must submit
his claims to the Board, and may not resort to the courts in the first instance, are
the same when the employee has retired and seeks compensation for work
performed while he remained on active service.” Id. at 552.
Despite Day’s clear pronouncement, Retirees invite us to ignore Supreme
Court precedent because they believe the current Supreme Court would overrule
Day. We are a “strict stare decisis court,” Bowcock, at *3 (citing FDIC v.
Abraham, 137 F.3d 264, 268 (5th Cir. 1998)), and are in no position to challenge
the statutory construction utilized by the Supreme Court in Day. The Supreme
Court has sole authority to overrule its own decisions, meaning that the courts
of appeal must follow the Supreme Court’s directly controlling precedent even
if it “appears to rest on reasons rejected in some other line of decisions.”
Rodriguez de Quijas v. Shearson/Am. Express, Inc., 490 U.S. 477, 484 (1989).
Our sister circuits agree. See, e.g., Bloemer v. Nw. Airlines, Inc., 401 F.3d 935,
939 (8th Cir. 2005); Leu v. Norfolk & W. Ry. Co., 820 F.2d 825, 831 n.10 (7th Cir.
1987); Air Line Pilots Ass’n, Int’l v. Alaska Airlines, Inc., 735 F.2d 328, 328 (9th
Cir. 1984); see also Bowe v. Nw. Airlines, Inc., 974 F.2d 101, 103 (8th Cir. 1992)
(finding that claimant’s status as a former employee does not fall within the
narrow exceptions to the RLA’s exclusive jurisdiction). We thus follow the
Supreme Court’s precedent and leave to that Court the determination of whether
Day survives another day.

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B. Judicial Review of a System Board Determination
Next, Retirees argue that even if they are “employees” as contemplated by
the RLA, they complied with the dispute resolution process governed by the CBA
and are thus able to seek judicial review of the Retirement Board’s October 2009
determination.
The RLA notably distinguishes between two types of disputes. “A major
dispute concerns the formation of a CBA, which arises when a CBA is not in
place or when a party seeks to change the terms of a CBA. A minor dispute
concerns grievances or the interpretation or application of agreements covering
rates of pay, rules, or working conditions.” Mitchell v. Cont’l Airlines, Inc., 481
F.3d 225, 230-31 (5th Cir. 2007) (citing Consol. Rail Corp. v. Ry. Labor Execs.’
Ass’n, 491 U.S. 299, 302-03 (1989)); see also 45 U.S.C. § 184 (requiring air
carriers and unions to establish arbitral boards for the resolution of “disputes
between an employee or group of employees and a carrier or carriers by air
growing out of grievances, or out of the interpretation or application of
agreements concerning rates of pay, rules, or working conditions . . .”). At the
crux of the issue here, the RLA requires minor disputes that cannot be settled
through internal grievance procedures to be resolved through a mandatory,
exclusive, and comprehensive resolution process before a claims adjustment
board established by the employees’ union and the employer through the CBA.
See, e.g., Hawaiian Airlines, Inc. v. Norris, 512 U.S. 246, 248 (1994); Bhd. of
Locomotive Eng’rs v. Louisville & Nashville R.R. Co., 373 U.S. 33, 38 (1963).
“The distinguishing feature of [a minor dispute] is that the dispute may
be conclusively resolved by interpreting the existing agreement.” Consol. Rail
Corp., 491 U.S. at 305. Thus, “[w]here an employer asserts a contractual right
to take the contested action, the ensuing dispute is minor if the action is
arguably justified by the terms of the parties’ collective-bargaining agreement.”
Id. at 307. “Congress considered it essential to keep these so-called ‘minor’

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disputes within the Adjustment Board and out of the courts.” Union-Pacific R.R.
Co. v. Sheehan, 439 U.S. 89, 94 (1978) (per curiam); see generally Hawaiian
Airlines, 512 U.S. at 252 (“Congress’ purpose in passing the RLA was to promote
stability in labor-management relations by providing a comprehensive
framework for resolving labor disputes.” (citation omitted)). Furthermore,
national policy favors the final settlement of labor disputes outside of the judicial
process, see, e.g., Air Line Pilots Ass’n, Int’l v. E. Air Lines, Inc., 632 F.2d 1321,
1323 (5th Cir. 1980), and “[t]he federal policy of settling labor disputes by
arbitration would be undermined if courts had the final say on the merits of the
awards,” Atchison, Topeka & Santa Fe Ry. Co. v. United Transp. Union, 175
F.3d 355, 357 (5th Cir. 1999) (quoting United Steelworkers of Am. v. Enter. Wheel
& Car. Corp., 363 U.S. 593, 596 (1960)).3 That being said, “[t]he assertion of any
right that is not created by a CBA is . . . not subject to binding arbitration under
the statute.” CareFlite v. Office & Prof’l Emps. Int’l Union, AFL-CIO, 612 F.3d
314, 320-21 (5th Cir. 2010) (Dennis, J., concurring).4

3
Though a properly resolved adjustment board award is enforceable in federal court,
see Int’l Ass’n of Machinists v. Cent. Airlines, 372 U.S. 682, 685 (1963), a System Board
determination is subject only to very narrow judicial review. Sheehan, 439 U.S. at 91. In fact,
“the scope of judicial review of Adjustment Board decisions is among the narrowest known to
the law.” Id. (internal quotes omitted). In fact, this circuit generally only considers three
possible grounds for judicial review of an arbitral decision: (1) whether the Board failed to
comply with the RLA’s requirements; (2) whether the Board failed to confine itself to matters
within the scope of its jurisdiction; and (3) whether the Board’s decision was the result of fraud
or corruption. See, e.g., Mitchell, 481 F.3d at 231 (citing Cont’l Airlines, Inc. v. Int’l Bhd. of
Teamsters, 391 F.3d 613, 617 (5th Cir. 2004)). We have, however, considered a fourth line of
review grounded in redressing violation of a party’s due process rights. See, e.g., id. (citing
Bhd. of Locomotive Eng’rs v. St. Louis Sw. Ry. Co., 757 F.2d 656, 661 (5th Cir. 1985)). Retirees
do not suggest that their claim falls under this narrow scope of judicial review and we thus
assess only whether their pension claim is a “minor” dispute subject to exclusive and final
System Board resolution.
4
CareFlite was decided by a quorum with Judges Dennis and Elrod agreeing on the
judgment but not the rationale.

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Retirees would be hard-pressed to dispute that resolution of the pension
determination here can only be done through interpretation of the CBA, which
would normally constitute a “minor” dispute and thus be subject to the RLA’s
mandatory dispute resolution process. See Long v. Flying Tiger Line, Inc., 994
F.2d 692, 694 (9th Cir. 1993) (“An employee pension plan falls within the scope
of the [RLA] and is subject to its mandatory arbitration procedures.” (citing Air
Line Pilots Ass’n, Int’l v. Nw. Airlines, Inc., 627 F.2d 272, 275 (D.C. Cir. 1980)).
To be sure, Retirees’ claim is dependent entirely on the proper calculation of
pension benefits, which can only be done through reference to the CBA-
incorporated Plan.
Retirees rely on two cases within our circuit to stress the argument that
parties to a CBA may exempt certain disputes from the RLA’s compulsory
arbitration procedures. First, Retirees cite Bonin v. American Airlines, for the
proposition that parties may contract to allow an RLA-governed claim to go to
court under ERISA. 621 F.2d 635 (5th Cir. 1980). In Bonin, the plaintiff pilot
brought suit under ERISA § 502, alleging various claims relating to his wrongful
discharge and improper allocation of pension benefits owed him under his
pension plan. Id. at 637. After clearly acknowledging the exclusive province of
RLA systems boards over “minor” disputes, we looked to the language of the
Retirement Plan in finding that the pension claims were not subject to
interpretation under the CBA. Id. at 638-39. We looked to the Retirement Plan
itself, which included language governing Board jurisdiction: “‘neither the
interpretation of the Plan nor its administration shall as such be within the
jurisdiction’ of the collective bargaining agreement.” Id. at 639. We thus held
that “[s]ince the pension plan . . . is not maintained pursuant to a collective
bargaining agreement, the district court has jurisdiction of plaintiff’s pension
claim under ERISA.” Id. In coming to this conclusion, we made an important
distinction governing claims under ERISA and the RLA:

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Congress by enactment of ERISA endorsed in effect two alternative
methods of administering pension plan claims for employers whose
collective bargaining disputes are governed by the Railway Labor
Act: (1) arbitration of employee pension claims or (2) independent
administration of claims by the pension plan administrator with a
federal right of review pursuant to ERISA.

Id.5 In effect, the parties may choose whether they want to be governed
exclusively by the RLA or maintain a judicial cause of action pursuant to ERISA.
More recently, a quorum of this court decided CareFlite v. Office and
Professional Employees International Union, which involved a CBA that
included terms similar to the dispositive language in Bonin. 612 F.3d at 316.
Judge Dennis focused on two clauses in the CBA that made claims stemming
from the termination of employment for failure to obtain certain licenses and
training “non-grievable and non-arbitrable.” Id. He concluded that minor
disputes “‘must be resolved only through the RLA mechanisms, including the
carrier’s internal dispute-resolution processes and an adjustment board
established by the employer and the unions.’” Id. at 318 (quoting Hawaiian
Airlines, 512 U.S. at 253). However, he determined that the “assertion of any
right that is not created by a CBA is . . . not subject to binding arbitration under
the statute.” Id. at 320-21 (citing Hawaiian Airlines, 512 U.S. at 258). Judge
Elrod agreed that the particular dispute was not arbitrable, but she employed
a different rationale. Id. at 325 (Elrod, J., concurring). She determined that the
dispute was minor but that the RLA allows parties to exclude some minor
disputes from arbitration. Id.
The issue presented here is slightly different: whether parties to a CBA
can choose to include disputes within the RLA’s dispute resolution process, yet

5
Lest there be any confusion, Bonin makes clear that Systems Boards and Plan
Administrators are distinct entities; the former instituted by the RLA and the latter by
ERISA.

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evade the exclusivity of RLA arbitration by expressly providing for judicial
review of System Board decisions. We conclude that they cannot.
Retirees contend that their pension plan, and its concomitant integration
into the CBA, provides for ERISA relief after an adverse decision by the
Retirement Board. Indeed, the CBA’s terms provide as much, clearly
contemplating the ability of a claimant to sue under ERISA § 502. Insofar as
parties to a contract cannot avoid the exclusivity of the RLA’s arbitral process,
neither does ERISA supersede6 the mandatory arbitration provisions of the RLA,
as evidenced by ERISA’s express provision ceding authority to previously
enacted laws. 29 U.S.C. § 1144(d) (“Nothing in this title shall be construed to
alter, amend, modify, invalidate, impair, or supersede any law of the United
States . . . or any rule or regulation issued under any such law.”). Retirees’
grievances are thus governed not by ERISA, but “entirely by the [CBA] and
subject to the jurisdiction of the System Board of Adjustment by the [RLA].”
Bonin, 621 F.2d at 638.
Bonin does make clear that parties have a choice between two alternate
avenues for resolving ERISA claims that fall under the RLA: providing for RLA
dispute resolution or excluding certain disputes from the RLA’s mandates and
affording judicial review under ERISA following independent administration of
claims by a plan administrator. Retirees here erroneously seek
both—Retirement Board review under the RLA followed by judicial review under
ERISA. The pension claims here are undisputedly grounded in the CBA and
require interpretation of the agreement as evidenced by Retirees’ utilization of
the Retirement Board for review of Continental’s interpretation of the Plan.

6
Although the parties sometimes refer to RLA preemption of ERISA claims,
“preemption is not the applicable doctrine under these circumstances, since the question
whether one federal law takes precedence over another does not implicate the Supremacy
Clause.” Hastings v. Wilson, 516 F.3d 1055, 1058 n.2 (8th Cir. 2008) (quoting Coker v. TWA,
165 F.3d 579, 583 (7th Cir. 1999)).

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Retirees reference language in Bonin and CareFlite that they contend
allow parties to freely contract out of the RLA, but further examination of these
decisions elucidates their limited application. The CBA provision at issue in
Bonin completely removed the pension plans and the CBA from the RLA
resolution process, making the grievances there subject to federal subject matter
jurisdiction because they could not be characterized as “minor” disputes under
the RLA.7 CareFlite did not command a majority for its rationale but, in any
event, did not involve a party who sought both RLA-style review and judicial
review. The pension plans here are subject to the RLA, and Retirees have
indeed sought review before the Retirement Board.
Moreover, nothing in the CBA explicitly cedes arbitral jurisdiction over
adverse benefit determinations from the Board. Rather than finding themselves
outside the ambit of the RLA, Retirees contend that the CBA provides for federal
judicial review of the Retirement Board determination.8 This contention is
untenable. “[P]arties . . . may neither confer subject matter jurisdiction on the
district court nor strip it of such jurisdiction by agreement or waiver.” Buchner

7
The D.C. Circuit has explained that any “doubts about the arbitrability of issues
should be resolved in favor of coverage.” Air Line Pilots Ass’n, Int’l v. Delta Air Lines, Inc., 86
F.2d 87, 93 (D.C. Cir. 1988) (citing Nw. Airlines v. ALPA, 808 F.2d 76, 82 (D.C. Cir. 1987)).
Our sister circuit further found that a party seeking to establish that the System Board has
no jurisdiction “must provide positive assurance that the arbitration clause is not susceptible
of an interpretation that covers the asserted dispute.” Id. at 93-94 (citation omitted)
(comparing the grievance at hand to the one in Bonin, the court found no “positive assurance”
that the Plan was entirely independent from the CBA because the Plan was expressly
incorporated into the CBA). Though clearly not binding on our decision here, the burden
established in Delta is instructive. At the very least, the Retirement Plan and CBA here
create doubts about the independence of the Plan from the CBA and thus should be resolved
in favor of coverage under the RLA.
8
Insofar as Retirees may contend that the judicial review provisions of the CBA
constitute a forum selection clause, we find our sister circuit’s construction of ERISA
persuasive. See Cruthis v. Metro Life Ins., 356 F.3d 816, 819 (7th Cir. 2004) (“[W]e join the
several courts that have addressed this issue by holding that the phrase, ‘you may file suit in
a state or federal court’ is a statutorily required disclosure of an employee’s ERISA rights
rather than a forum selection clause.” (citations omitted)).

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v. FDIC, 981 F.2d 816, 818 (5th Cir. 1993) (citation omitted); see Bowe, 974 F.2d
at 103-04 (“‘Parties to an agreement cannot create federal subject matter
jurisdiction by consent.’” (quoting Jader v. Principal Mut. Life Ins. Co., 925 F.2d
1075, 1077 (8th Cir. 1991)); see also Hall Street Assocs., L.L.C. v. Mattel, Inc.,
552 U.S. 576, 578 (2008) (holding that the narrow grounds for judicial review of
an arbitration award under the Federal Arbitration Act could not be altered by
party agreement); cf. Air Line Pilots Ass’n, Int’l v. US Airways Grp., Inc. 609
F.3d 338, 343 (4th Cir. 2010) (citing 45 U.S.C. § 184)9; Delta, 863 F.2d at 92-95
(rejecting union’s argument that RLA arbitration requirements cannot be waived
or bargained away because the purpose of an arbitration board under the RLA
is to decide disputes arising out of the CBA, and if a CBA specifically excludes
an issue from arbitration or grievance, then a claim based on that issue cannot
be said to arise from it).
Retirees contend that they are not seeking to create federal subject matter
jurisdiction, but instead are relying on ERISA as an alternative method of
administering pension plan claims. In support of this argument, Retirees rely
on McDonald v. Continental, 4:10-CV-00408 (S.D. Tex. July 8, 2011), addressing
this same Plan, which suggested in dicta that the provisions were analogous to
those in Bonin and CareFlite and thus subject to judicial review under ERISA
§ 502(a). McDonald, however, determined that the court lacked jurisdiction

9
“Congress was plainly within its rights to combine the virtues of arbitration with the
virtues of collective bargaining. It determined simply that an arbitral forum was required,
with the parameters of that forum being left to voluntary agreement.” Id. Congress thus
“relieved federal courts of the burden of delineating what a group adjustment board would or
should look like,” including the designation of how arbitrators would be chosen, how many
there would be, and what procedures they would follow. Id. “Congress allocated that task to
the parties, allowing them to hash out the specifics through negotiation.” Id. Congress’s
recognition of the parties’ ability to negotiate the scope of the arbitral forum does not by
extension provide parties with the ability to allocate judicial review that Congress did not
otherwise provide.

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over McDonald’s particular (and different) claim. Thus, it does not aid our
analysis here.
If Retirees were able to bring suit under ERISA for “minor” disputes it
would destroy the purposes of the RLA in promoting an efficient and
“comprehensive framework for resolving labor disputes.” Hawaiian Airlines, 512
U.S. at 252. The RLA’s dispute resolution process, if it applies, is mandatory
and exclusive and clearly does not contemplate providing an additional outlet for
review. That is just what Retirees are seeking here—Retirees’ interpretation of
the RLA would provide claimants with an additional forum for their disputes
following adverse determinations. Perhaps even more concerning would be the
potential for employers to seek costly judicial review in contravention of a
System Board determination favorable to a claimant.
Lastly, it is well established that judicial review of System Board
determinations is exceptionally narrow. See, e.g., Sheehan, 439 U.S. at 91. In
this way, it is similar to the limited judicial review of arbitration awards under
the Federal Arbitration Act. The Supreme Court in Hall Street Associates
expressly disallowed the parties’ agreed upon judicial review that exceeded the
judicial review contemplated by the FAA. 552 U.S. at 585-90. Here, the Retirees
are explicitly looking for a “contracted-for” judicial remedy following an adverse
RLA-established Retirement Board ruling without showing any of the narrow
exceptions to RLA exclusivity. We decline to depart from established precedent
preventing parties from creating federal court jurisdiction where there is none.
IV. CONCLUSION
For the foregoing reasons, we AFFIRM the district court’s dismissal of
Retirees’ complaint for want of jurisdiction.

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