National Labor Relations Board v. Plainville Ready Mix Concrete Company

BATCHELDER, Circuit Judge,

dissenting.

The court today affirms the decision of the National Labor Relations Board (Board or NLRB) and holds unlawful an employer’s recourse to post-impasse, unilateral changes that are reasonably comprehended within, yet less favorable than, the employer’s pre-impasse proposals. Neither the Board’s nor the majority’s opinion is premised on independent evidence of the employer’s subjective bad faith. Rather, the opinions presum*1341ably rest on the determination that a unilateral change of the kind implemented by the employer circumvents and thus inherently violates the employer’s duty “to bargain collectively” found in § 8(a)(5) of the NLRA, 29 U.S.C. § 158(a)(5). See NLRB v. Katz, 869 U.S. 736, 743, 82 S.Ct. 1107, 1111, 8 L.Ed.2d 230 (1962) (explaining the duty “to bargain collectively”).

Indeed, “the Board need not inquire into employer motivation to support a finding of an unfair labor practice where the employer conduct is demonstrably destructive of employee rights and is not justified by the service of significant or important business ends.” NLRB v. Brown, 380 U.S. 278, 282, 85 S.Ct. 980, 983, 13 L.Ed.2d 839 (1965). However, nowhere does the Board or the majority identify the employee rights destroyed by the employer’s unilateral changes. Nowhere does the Board or the majority explore the legitimate ends the employer’s unilateral changes may serve. Instead, the majority applies legal standards that are irreconcilable with labor policy and precedent and approves the Board’s foray into matters beyond its authority. In its wake, the majority leaves serious disincentives to good-faith collective bargaining. For these reasons, explained more fully below, I respectfully dissent.

I.

It is undisputed that the controlling standard for assessing the lawfulness of an employer’s post-impasse, unilateral changes in terms and conditions of employment is whether the changes were “reasonably comprehended within [the employer’s] pre-im-passe proposals.” This language first appeared in an NLRB decision, Taft Broadcasting Co., 163 N.L.R.B. 475, 478 (1967), aff'd sub nom., American Fed’n of Television and Radio Artists v. NLRB, 395 F.2d 622 (D.C.Cir.1968),1 and has been adopted by the Sixth Circuit, see, e.g., United Paperworkers Int’l Union v. NLRB, 981 F.2d 861, 866 (6th Cir.1992).

The majority initially sets forth the Taft standard as the applicable one: “After the parties have bargained to impasse, that is, after good-faith negotiations have exhausted the prospects of concluding an agreement, an employer does not violate the Act by making unilateral changes that are ‘reasonably comprehended within his pre-impasse proposals....’ ” See Op. at 1326 (quoting United Paperworkers, 981 F.2d at 866). However, as the majority’s opinion progresses, the Taft standard undergoes an unexplained and unjustifiable, three-tiered metamorphosis.

First, the majority limits lawful changes to those consistent with the employer’s final pre-impasse proposal, not the employer’s pre-impasse proposals as a group.2 In narrowing the relevant comparison as it does, the majority confines the employer to either perpetuating the terms of an expired and thus unenforceable collective bargaining agreement (that is, the status quo) or implementing unilaterally his last (in other words, best to date) pre-impasse proposal. See Op. at 1333 n. 10, 1338. The majority does not, and cannot, point to authority for this dramatic transformation of the applicable standard. It is beyond contention that the relevant comparison is between the unilateral change and the pre-impasse proposals as a group, not the final pre-impasse offer alone.

*1342See, e.g., NLRB v. Crompton-Highland Mills, Inc., 337 U.S. 217, 225, 69 S.Ct. 960, 964, 93 L.Ed. 1320 (1949) (holding unlawful unilateral changes significantly different from “any which the employer has proposed” during bargaining); Emhart Indus. v. NLRB, 907 F.2d 372, 376 (2d Cir.1990) (“The employer need not implement all of its pre-impasse proposals, but the changes must be ‘in line with or ... no more favorable than’ those offered prior to impasse.”) (quoting Bi-Rite Foods, Inc., 147 N.L.R.B. 59 (1964)).

Second, the majority truncates the standard to read only “reasonably comprehended” and then adds its own ending, “by the union,” in place of “within his pre-impasse offers.”3 By focusing on what the union “comprehended,” the majority places a subjective gloss on the Taft standard’s purely objective evaluation of the employer’s pre-impasse offers and makes the union the arbiter of its own charges of unlawful, post-impasse, unilateral changes. However, it is apparent from its plain language that the Taft standard uses “comprehended” in the sense of “included,” not in the sense of “understood.” Thus, the union’s perceptions are irrelevant to the inquiry under Taft. The proper inquiry considers whether the unilateral changes were included within, or part of, pre-impasse offers.

Third, the majority introduces a new component to the standard, without even discussing its origin, much less its merits. This component is the requirement that the employer implement nothing less than the entire proposal, if that proposal is (reasonably comprehended by the union as) a “comprehensive, integrated whole.” This component first appears, like a little orphan, on page 1326 of the opinion, and, by virtue of repetition, the majority soon adopts this orphan as a regular member of the majority’s legal standard family.

Within the context of this case, the “comprehensive, integrated whole” language arose when, in 1990, the parties to this case stipulated the facts and submitted the charge to the NLRB for adjudication without a hearing. In 1991, the Board remanded the case, with the following directions, for a hearing before an administrative law judge (ALJ):

[T]he Board finds that further evidence reflecting [the company’s] contemporaneous objective manifestations of intent in making its proposals for employee compensation and medical insurance coverage is necessary to determine whether the proposals on each bargaining subject were put forth as separate items or as a comprehensive, integrated whole.

The ALJ understood this to establish a refinement of the Taft standard:

If the latter, then a fragmented implementation would be inconsistent with [the company’s] prior offers to the Union, thus not affording an opportunity to bargain on the changes. If the former, then the implementation would be “reasonably comprehended” within the pre-impasse proposals.

The ALJ applied this standard without an examination of its underlying policies. In due course, the ALJ’s opinion became the opinion of the Board.

In embracing the NLRB’s interpretation of the Taft standard, the majority further narrows the employer’s choices of unilateral, post-impasse changes. Not only is the employer restricted to the status quo or the best pre-impasse offer, the employer cannot implement portions of that best offer if the change would fragment a comprehensive, integrated whole. At bottom, the majority mandates that an employer unilaterally implement no fewer than all final proposals pertaining to a single, general mandatory subject of bargaining, such as wages or medical insurance. See Op. at 1336-37. As with the first and second alterations of Taft, the majority makes no attempt to explain its departure from the established standard. Certainly, nothing in Supreme Court precedent requires adoption of this orphan standard. See, e.g., Emhart Indus, v. NLRB, *1343907 F.2d at 380 (denying enforcement of Board order because partial implementation of pre-impasse offer not found to be unfair labor practice).

The majority disclaims the effect of the “comprehensive, integrated whole” standard, reasoning that an employer may preserve his options for post-impasse, unilateral changes by presenting portions of his wage proposals separately. See Op. at 1834 n. 11. What does this “separateness” look like? Does it require a meeting on Tuesday to negotiate hourly rates and a meeting on Wednesday to negotiate the commission or profit-sharing plan?

As should be apparent under the majority’s view of proper negotiation, an employer cannot preserve his option to implement less favorable changes without engaging in calculated maneuvering that would inhibit the negotiation process. Further, these maneuvers would likely fail, for the relevant inquiry under the majority’s standard is whether the union reasonably comprehends the portions as separate. I venture to say that, despite the employer’s efforts to present portions of, for example, a wage proposal separately, no union will “reasonably comprehend” them as such. Importantly, then, the majority’s decision undermines incentives for both parties to approach the bargaining table with a desire to reach an agreement and encourages the “take it or leave it” attitude that motivated Congress to enact the NLRA. See NLRB v. Insurance Agents’ Int’l Union, 361 U.S. 477, 487-88, 80 S.Ct. 419, 426-27, 4 L.Ed.2d 454 (1960).

In sum, the import of the Board standard, particularly in light of the majority’s tangled application of it, is that an employer cannot, after negotiating in good faith to impasse, unilaterally implement changes that are part of, but less favorable than, the employer’s pre-impasse proposals with respect to any single, general mandatory subject of bargaining, because to do so would necessarily fragment a comprehensive, integrated whole. I acknowledge that the Board and majority opinions do not explicitly state a per se prohibition on this species of unilateral change. However, as Little Red Riding Hood would testify were she here, a wolf in Grandma’s clothing is a wolf nonetheless. And the wolf lurking in the majority’s opinion threatens both the NLRA and venerable Supreme Court precedent.

II.

Both the Board and the majority fail to justify the elimination of this breed of unilateral change. This failure contravenes the NLRA and Supreme Court precedent by permitting the Board to determine national labor policy, which is the exclusive province of Congress.

The NLRA clearly contemplates a system in which the requirement of good-faith bargaining and the use of economic pressure to persuade the other party to concede interact cooperatively to facilitate agreement between the employer and the union. American Ship Bldg. Co. v. NLRB, 380 U.S. 300, 317, 85 S.Ct. 955, 966-67, 13 L.Ed.2d 855 (1965); Insurance Agents’, 361 U.S. at 489, 80 S.Ct. at 427. Because the availability of economic weapons to both parties is an integral component of the NLRA’s scheme, the Board’s authority to restrict the use of such weapons is circumscribed. The Supreme Court’s opinion in NLRB v. Brown, 380 U.S. 278, 85 S.Ct. 980, 13 L.Ed.2d 839 (1965), contains the classic statement: “[T]he [NLRA] does not constitute the Board as an ‘arbiter of the sort of economic weapons the parties can use in seeking to gain acceptance of their bargaining demands.’ ” Id. at 283, 85 S.Ct. at 984 (quoting Insurance Agents’, 361 U.S. at 497, 80 S.Ct. at 431).

The Board possesses authority only to identify and then balance the legitimate interests of the parties; legitimate interests are those grounded firmly in the rights and restrictions specified in the NLRA. American Ship Bldg., 380 U.S. at 316, 85 S.Ct. at 966; NLRB v. Truck Drivers Local Union No. 449 (Buffalo Linen), 353 U.S. 87, 96, 77 S.Ct. 643, 647-48, 1 L.Ed.2d 676 (1957); see also NLRB v. Katz, 369 U.S. 736, 747, 82 S.Ct. 1107, 1113-14, 8 L.Ed.2d 230 (1962). Under no circumstances may the Board “assess the relative economic power of the adversaries in the bargaining process and ... deny weapons to one party or the other *1344because of its assessment of that party’s bargaining power.” American Ship Bldg., 380 U.S. at 317, 85 S.Ct. at 966-67; see also Insurance Agents’, 361 U.S. at 490, 80 S.Ct. at 427-28. The danger in allowing the Board latitude to balance the relative power of the parties, as opposed to their legitimate interests, is apparent: “[I]f the Board could regulate the choice of economic weapons that may be used as part of collective bargaining, it would be in a position to exercise considerable influence upon the substantive terms on which the parties contract.” Insurance Agents’, 361 U.S. at 490, 80 S.Ct. at 427. This would usurp Congress’s role in making national labor policy. Id. at 499-500, 80 S.Ct. at 432-33.

Labor policy,’ then, favors the availability of economic weapons, one such weapon being the employer’s right to implement changes unilaterally after reaching impasse through good-faith negotiations. American Ship Bldg., 380 U.S. at 316, 85 S.Ct. at 966; American Fed’n of Television and Radio Artists v. NLRB, 395 F.2d 622, 624 (D.C.Cir.1968), affg, Taft Broadcasting Co., 163 N.L.R.B. 475 (1967). Where the parties have bargained in good faith to impasse, a court may strike down a unilateral change only if that change is inherently destructive of the collective bargaining process as framed by the NLRA. See Katz, 369 U.S. at 747, 82 S.Ct. at 1113-14; see also Brown, 380 U.S. at 282, 85 S.Ct. at 983; Insurance Agents’, 361 U.S. at 490, 80 S.Ct. at 427-28.

The Board’s opinion contains no explanation of its conclusion that this employer’s unilateral change necessarily infringes on a right or restriction set by the NLRA. In the majority’s opinion, there is only one sentence that could possibly be construed as an explanation. At the end of its analysis, the majority opines that to permit implementation of a portion of a proposal with respect to a single, general bargaining subject would eviscerate the idea of meaningful negotiations. See Op. at 1338. The implication is that to allow unilateral, post-impasse changes that are less favorable than, though part of, pre-impasse proposals would grant the employer “too much power” in the collective bargaining process. See American Ship Bldg., 380 U.S. at 317, 85 S.Ct. at 966-67.

I concede that, if permitted, the employer’s unilateral changes would likely cause hardship for at least some members of the union. This fact alone, however, does not make the changes objectionable under the NLRA. See Insurance Agents’, 361 U.S. at 490, 80 S.Ct. at 427-28. Accordingly, the Board exceeded its authority in balancing the relative bargaining power of the parties. I would therefore deny enforcement of the award, as it is based on an erroneous legal foundation.

III.

The majority found the employer’s unilateral changes unlawful. That a flawed analysis led to the majority’s result does not necessarily impugn the outcome. However, I think the outcome of this case may indeed also be flawed, in light of the policy behind Taft’s “reasonably comprehended” standard.

As discussed, the majority’s standard affirmatively impairs good-faith bargaining, which is the core of the NLRA. Insurance Agents’, 361 U.S. at 485, 487-88, 80 S.Ct. at 425, 426-27. One might argue this sacrifice is worthwhile in light of the evil of which we are now rid. I doubt that argument carries the day, for I cannot find any harm in the economic weapon used by this employer. A unilateral change that is more favorable than an employer’s proposals undoubtedly circumvents and inherently violates the duty to negotiate: It ousts any possibility that the terms of the change, if presented to the union, would have facilitated settlement, and it weakens union representation by freely giving union members a better deal than their representative was able to secure. Id. at 485, 80 S.Ct. at 425 (citing NLRB v. Crompton-Highland Mills, Inc., 337 U.S. 217, 69 S.Ct. 960, 93 L.Ed. 1320 (1949)); see also May Dep’t Stores Co. v. NLRB, 326 U.S. 376, 385-86, 66 S.Ct. 203, 209, 90 L.Ed. 145 (1945); American Fed’n, 395 F.2d at 629-30 (applying Taft).

A unilateral change that is less favorable raises, on its face, neither of those problems. Indeed, I suspect the change operates in the traditional manner of economic pressure *1345against a union: With conditions worsening for union members, the members urge their representative to return to the table and bargain diligently, but successfully, for better terms than those imposed unilaterally. Alternatively, the union elects to impose its own form of economic pressure on the employer, perhaps through a strike or a concerted refusal to abide certain objectionable terms.

What may be an effective and perfectly lawful tool of economic pressure is in danger of extinction, and yet a thorough legal analysis that reflects the import of this situation has not been conducted. The fairest resolution of this case, in the absence of the requisite legal analysis, is to remand so that the Board may engage in such an analysis. Northport Health Servs., Inc. v. NLRB, 961 F.2d 1647, 1553 (11th Cir.1992). This “insistence on well-articulated reasoning in Board opinions is only secondarily designed to accommodate the needs of courts seeking to discern irrationality. ‘Its primary purpose is to impose a discipline upon the agency itself, assuring that it has undergone a process of reasoned decision-making rather than haphazardly reached a result that could (on one or another basis of analysis) be sustained.’ ” United Food and Commercial Workers v. NLRB, 880 F.2d 1422, 1439 (D.C. Cir.1989) (quoting International Ass’n of Bridge, Structural and Ornamental Iron Workers v. NLRB, 792 F.2d 241, 247 (D.C.Cir.1986)).

I would remand the case to the Board for reconsideration and a detailed opinion in light of the concerns expressed above. Therefore, I dissent.

. The D.C. Circuit explicitly approved the Board’s embodiment of the applicable doctrine. See American Fed'n, 395 F.2d at 624. Importantly, in the context of pre-impasse, unilateral changes, the United States Supreme Court has endorsed a standard complementary in substance to that of the Taft Board: “Unilateral action by an employer without prior discussion with the union does amount to a refusal to negotiate about the affected conditions of employment under negotiation, and must of necessity obstruct bargaining, contrary to the congressional policy.” See NLRB v. Katz, 369 U.S. 736, 747, 82 S.Ct. 1107, 1114, 8 L.Ed.2d 230 (1962); see also NLRB v. Crompton-Highland Mills, Inc., 337 U.S. 217, 225, 69 S.Ct. 960, 964, 93 L.Ed. 1320 (1949).

. For example, the majority frames the first question presented as follows: "We must first decide whether substantial evidence supports the Board's finding that the Company violated § 8(a)(5) of the NLRA on May 1, 1989 by implementing a post-impasse wage plan inconsistent with its final pre-impasse wage proposal to the Union.” See Op. at 1325 (emphasis added). This limitation is echoed throughout the opinion, including the majority's statement of the second question presented. See Op. at 1337.

. For example, the majority concludes its analysis of the unilateral wage change by stating, "[T]he Company made a unilateral implementation that was not ‘reasonably comprehended' by the Union. The Board correctly concluded that the unilateral implementation was unlawful....” See Op. at 1333 (emphasis added). This alteration, too, appears prominently throughout the opinion.