IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
______________
NO. 95-40050
Summary Calendar
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SABINE INDEPENDENT SEAGOING
OFFICERS ASSOCIATION, Plaintiff-Appellant,
versus
SABINE TOWING AND TRANSPORTATION
COMPANY, INC., Defendant-Appellee.
_________________________________________________________________
Appeal from the United States District Court for the
Eastern District of Texas
(93 CV 161)
_________________________________________________________________
( Augusst 30, 1995 )
Before JONES, BARKSDALE, and BENAVIDES, Circuit Judges.
BENAVIDES, Circuit Judge*:
This appeal arises from a dispute concerning the Layoff
Severance Pay ("LSP") clause in the Collective Bargaining Agreement
(the "Agreement") drafted on February 9, 1990 between Plaintiff-
Appellant Sabine Independent Seagoing Officers Association (the
"Association") and Defendant-Appellee Sabine Towing and
Transportation Company, Inc. ("Sabine"). On March 13, 1992, Sabine
sold all of its assets to a newly formed subsidiary of the Kirby
*
Local Rule 47.5 provides: "The publication of opinions
that have no precedential value and merely decide particular
cases on the basis of well-settled principles of law imposes
needless expense on the public and burdens on the legal
profession."
Pursuant to that Rule, the Court has determined that this opinion
should not be published.
Corporation ("Kirby"). The sale ended the employment of the
Association members with Sabine. When Sabine refused to pay the
Association members under the LSP clause of the Agreement, the
Association filed a grievance to the district court, which
subsequently compelled arbitration1.
At the conclusion of the three-day arbitration hearing, the
arbitrator issued an Opinion and Award denying the Association's
grievance. The arbitrator concluded that the sale of all assets of
Sabine and the transfer of all of its employees Kirby caused no
loss of jobs, and thus, the LSP clause was not triggered. The
Association then filed a Motion to Vacate the Arbitrator's Award
and Motion for Summary Judgment based upon the clear and
unambiguous language of the LSP provision, which the district court
denied. We affirm.
I.
Our review of the district court's confirmation of the
arbitration award is de novo. Anderman/Smith Operating Co. v.
Tenn. Gas Pipeline Co., 918 F.2d 1215, 1218 n. 2 (5th Cir. 1990),
cert. denied, 501 U.S. 1206, 111 S.Ct. 2799, 115 L.Ed.2d 972 (1991)
(citing Delta Queen Steamboat Co. v. Dist. 2 Marine Eng'rs Ben.
Ass'n, 889 F.2d 599, 602 (5th Cir. 1989), cert. denied, 498 U.S.
853, 111 S.Ct. 148, 112 L.Ed.2d 114 (1990)). However, our review
of the arbitration award itself is extremely limited. Id. at 1218.
"This Court must sustain arbitration awards even if it does not
1
Sabine Indep. Seagoing Officers Ass'n v. Sabine Towing
and Transp. Co., 805 F. Supp. 430, 436 (E.D. Tex. 1992).
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agree with the arbitrator['s] interpretation of the contract,"
Id., so long as the arbitrator's decision "draws its essence" from
the contract. Id. (citing United Paperworkers Int'l Union v.
Misco, Inc., 484 U.S. 29, 36, 108 S.Ct. 364, 370, 98 L.Ed.2d 286
(1987)).
II.
The Article VI, Section 3 of the Agreement provides that
[a]ny officer with three (3) or more years service will
be entitled to one (1) months pay for each year of
service up to a maximum of twelve (12) months. The pay
will be at the rate for the position sailing in at the
time of layoff. The will not apply to anyone who resigns
or is discharged of [sic] cause.
The arbitrator found that the language contained in the LSP clause
was ambiguous regarding the meaning of the term "layoff." To
determine the meaning of the language used in the Agreement, the
arbitrator reviewed the language of the LSP clause itself, the
relevant bargaining history in the drafting of the Agreement and
the circumstances surrounding the sale of Sabine's assets to Kirby.
After reviewing the bargaining history, the arbitrator
concluded that the LSP clause was not contemplated as a response to
an asset sale where no work was lost. The arbitrator also found
that the new conditions occurring after the sale of Sabine's assets
included no loss of employment, no requirement to reapply for work
after the asset sale, no change in job duties or responsibilities,
but did include an offer of a salary increase. Although Kirby's
subsidiary was unwilling to accept LSP liability, it was willing to
credit Association members with their prior service for purposes of
seniority under a new agreement. Thus, the arbitrator found that
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the Association's refusal to accept a comparable offer, which
included a seniority carryover, barred the Association from
collecting under the LSP clause. Following the sale of Sabine's
assets to Kirby, the Association refused to sign a renegotiated
agreement that contained terms and conditions substantially the
same as those under its prior Agreement with Sabine. Therefore,
the arbitrator concluded, the Association in essence waived its
right to claim LSP based on an argument that it was denied
seniority and a new contract.
After review of the record and arbitration award, we find that
the arbitration award is rationally inferable from the language,
history and context of the Agreement. The arbitrator was permitted
to conclude that no layoff that would have triggered the LSP clause
had occurred. Even if we would have interpreted the LSP clause
differently, our standard of review requires us to defer to the
arbitrator's interpretation of the Agreement. Anderman/Smith
Operating Co., 918 F.2d at 1219. Therefore, we confirm the
arbitrator's award denying the Association's grievance.
III.
For the reasons stated above, the judgment of the district
court is affirmed; the arbitrator's award is confirmed.
AFFIRMED.
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