dissenting:
I respectfully dissent. The majority concludes that the district court improperly substituted its own judgment for that of the arbitrator in vacating the arbitrator’s award in favor of the Union. I disagree, for the reason that the majority’s disposition misses what I perceive to be the critical question presented by this appeal: When management’s decision to subcontract work does not violate the express terms of a collective bargaining agreement and causes no unemployment among bargaining unit workers, should an arbitration award based upon a disregarding of these facts be upheld? I submit that it should not.
The undisputed facts are that the collective bargaining agreement contains a broadly worded management rights clause which clearly grants management the discretion to decide all matters not specifically contained in the agreement. There is nothing in the agreement concerning limitations on management’s right to subcontract work. This is consistent with the history of the parties’ labor-management relations, since management had always subcontracted some work. Indeed, on three occasions the Union took disputes arising out of such subcontracting practices to arbitration, and on all three occasions management’s right to subcontract was upheld.
I believe the reasoning contained in a brace of Fourth Circuit cases, factually similar to this one, to be highly persuasive. In Clinchfield Coal Co. v. District 28, United Mine Workers, 720 F.2d 1365 (CA4 1983) (Clinchfield I) and Clinchfield Coal Co. v. District 28, United Mine Workers, 736 F.2d 998 (CA4 1984) (Clinchfield II), the court upheld the district court’s decision to vacate an arbitrator’s award in favor of laid-off Union miners on the ground that the subcontracting of mining operations did not cause the unemployment complained of and therefore did not violate the collective bargaining agreement, which contained a no-subcontracting clause. 720 F.2d at 1369-70; 736 F.2d at 999. But see George Day Constr. Co. v. Local 354, United Bhd. of Carpenters and Joiners, 722 F.2d 1471, 1480 (CA9 1984) (employer’s unilateral act of withdrawing from multi-employer bargaining unit and subcontracting projects to nonunion workers violated agreement’s no-subcontracting clause).1
Such is precisely the situation presented by this appeal: Management’s decision to subcontract work was made based on purely economic considerations. The Union employees who claim to have been affected were already, and had been for some time, laid-off. No Union workers were added to the unemployment rolls by management’s decision, and those already laid-off were not placed in a worse position thereby. Parenthetically, it should be noted that both the Clinchfield and George Day cases involved agreements with explicit, no-subcontracting clauses; no such clause exists in this case.
While it is not our place to reweigh the merits of the arbitration dispute, we have an obligation to determine whether the arbitration award “draws its essence” from the agreement, i.e., the arbitrator must look to the words of the contract and to the conduct of the parties. Broadway Cab Coop., Inc. v. Local 281, Int’l Bhd. of *637Teamsters, 710 F.2d 1379, 1382 (CA9 1983). Where an arbitrator pays only lip service to the express terms of an agreement as well as to the results of three prior arbitrations involving the same parties and similar claims, while simultaneously imposing rigid quotas which the parties had neither bargained for nor were likely to have agreed to, it cannot be seriously maintained that his award draws its essence from the agreement. What the arbitrator did here was simply to dispense his own brand of industrial justice. See Pacific Motor Trucking Co. v. Automotive Machinists Union, 702 F.2d 176, 177 (CA9 1983).
I would adopt the holdings of Clinch-field, I and II as the law of this Circuit, and would vacate the arbitrator’s award and affirm the district court.
. Implicit in the court’s holding in that case were the apparent beliefs that the employer had not acted in good faith, and that the subcontracting prohibition "lay at the very heart of the employer-employee relationship” and could not be unilaterally disregarded. 722 F.2d at 1480. No such problems are present here.