United States Court of Appeals
Fifth Circuit
F I L E D
IN THE UNITED STATES COURT OF APPEALS August 6, 2004
FOR THE FIFTH CIRCUIT Charles R. Fulbruge III
Clerk
No. 03-30688
LOCAL 107 OFFICE & PROFESSIONAL EMPLOYEES
INTERNATIONAL UNION,
Plaintiff - Counter Defendant - Appellant,
versus
OFFSHORE LOGISTICS, INC.,
Defendant - Counter Claimant - Appellee.
Appeal from the United States District Court
for the Western District of Louisiana
Before GARWOOD, HIGGINBOTHAM and SMITH, Circuit Judges.
PER CURIAM:
This dispute centers on the efforts of Offshore Logistics,
Inc., and Local 107 Office & Professional Employees International
Union to amend the terms of their collective bargaining agreement.
The district court rejected Local 107's attempt to enforce an
alleged agreement to raise wages, concluding that the parties did
not validly amend the CBA. Finding no error, we affirm.
I
Offshore and Local 107 are parties to a collective bargaining
agreement that governs relations between the parties. Offshore is
an air carrier regulated by the Railway Labor Act,1 and Local 107
is the labor union certified by the National Mediation Board as the
bargaining representative for pilots employed by Offshore.
In June 2001, Offshore proposed several modifications to the
CBA, including a proposal for two pilot wage increases. Local 107
rejected the offer, but Offshore notified the union of its plans to
implement the proposed pay increases unilaterally. Local 107
informed Offshore that it would not challenge the company’s action
in court if Offshore agreed to prepare a letter of agreement
amending the CBA to reflect the new pay schedules. Offshore
agreed, but the letter it prepared incorporated only the first pay
increase. When Local 107 protested, Offshore responded that it
never agreed to the second pay increase.
Local 107 filed suit in district court seeking a declaratory
judgment that the parties had entered into a binding agreement for
two wage increases. The district court rejected the Union’s
argument, focusing on two provisions in the CBA. First, Article 38
specifies that amendments to the CBA must be made in accordance
with § 6 of the RLA. Second, Article 30 allows the parties to
deviate from the CBA only in a writing signed by both parties.
1
45 U.S.C. §§ 151-88.
2
Since the parties had followed neither provision, the court
concluded that the parties did not effectively amend the CBA and
that the second wage increase, even if agreed to,2 was
unenforceable.
II
The district court resolved the issues in this case on the
merits after a trial on the briefs. We review the court’s findings
of fact for clear error.3 Legal issues are reviewed de novo.4
Because Offshore is an air carrier governed by the RLA and
Local 107 is a union certified by the National Mediation Board to
represent Offshore’s pilots, the parties’ CBA was negotiated under
the auspices of the RLA. Accordingly, our interpretation of the
CBA and the validity of the parties’ attempted amendment to it is
governed by federal common law.5 As such, “resolution of this
contract-formation dispute is guided by the general common law of
2
The district court did not expressly decide whether the
parties actually agreed to two wage increases. Local 107 assumes
throughout its briefs that the parties did reach an agreement on
both pay increases, while Offshore vigorously disputes that
conclusion. We express no opinion on the issue.
3
Kona Tech. Corp. v. S. Pac. Transp. Co., 225 F.3d 595, 601
(5th Cir. 2000).
4
Id.
5
Eastern Air Lines, Inc. v. Air Line Pilots Assoc., Int’l,
861 F.2d 1546, 1550 (11th Cir. 1988) (citing Warrior Constructors,
Inc. v. Int’l Union of Operating Engineers, Local Union No. 926,
383 F.2d 700, 708 (5th Cir. 1967)).
3
contracts.”6 However, given the “important federal policy favoring
the existence of collective-bargaining agreements, . . . contract
law may be given a liberal interpretation.”7
III
Local 107 raises three arguments. First, Local 107 argues
that the 2002 pay increase should be enforced under the doctrine of
promissory estoppel. Second, the Union urges that the underlying
purpose of the RLA supports finding a valid contract in this case
and that we should ignore ordinary rules of contract that would
require a signed writing. Third, Local 107 contends that Article
30 of the CBA, which only bars “deviations” from the CBA, does not
apply to “amendments” to the CBA like the one at issue in this
case.
A
Local 107 concedes that the parties did not follow the
procedures outlined in § 6 of the RLA and that no signed writing
was ever produced. Nonetheless, Local 107 urges that promissory
estoppel should prevent Offshore from reneging on its agreement to
implement two pay increases. Local 107 argues that it gave up a
valuable right -- its right to sue under the RLA to enjoin the
company’s unilateral pay increases -- in reliance on Offshore’s
promise to implement two wage increases.
6
Id.
7
Id. (citing John Wiley & Sons, Inc. v. Livingston, 376 U.S.
543, 550 (1964)).
4
Local 107, however, has failed to demonstrate that all of the
necessary elements of a promissory estoppel claim are satisfied
here. To establish an enforceable contract based on promissory
estoppel, a plaintiff must show (1) that the defendant made a
promise, (2) that the defendant reasonably should have expected to
induce the promisee’s reliance, (3) that the promise actually
induced such reliance, (4) that the reliance was reasonable, and
(5) that injustice can be avoided only by enforcement of the
promise.8 Local 107 asserts that it “relied” on Offshore’s promise
to put the pay increases into a letter agreement but does not
explain why its reliance was reasonable or why injustice can be
avoided only by enforcement of the promise. The Union may in fact
have relied on Offshore’s statements, but reliance alone is not
enough to maintain a claim of promissory estoppel.
More importantly, it appears that no “injustice” would occur
by rejecting the Union’s promissory estoppel claim. Courts
typically find “injustice” only when detrimental reliance is
involved -- when a plaintiff changes position or suffers some
injury in reliance on a defendant’s promise. In this case, the
Union did not suffer any harm as a result of Offshore’s failure to
implement the 2002 pay increases. Although the Union contends that
8
Aguilar v. International Longshoremen's Union Local # 10,
966 F.2d 443 (9th Cir. 1992) (listing the federal common law
elements of a promissory estoppel claim). This definition of
promissory estoppel tracks the language used in Section 90 of the
Restatement, Second, Contracts.
5
it “gave up” the right to bring suit under the RLA to enjoin the
pay increases, it could have asserted its rights under the RLA and
filed suit as soon as Offshore refused to include the 2002 pay
increases in the letter of agreement.9 Put another way, the Union
did not surrender any right, substantially change its position in
reliance on Offshore’s promise, or suffer any detriment as a result
of its reliance on Offshore’s promise: it could have filed suit at
any time under the RLA.
We decline the Union’s invitation to invoke promissory
estoppel.
B
Local 107 next argues that the district court’s refusal to
enforce the parties’ agreement undermines the stated purposes of
the RLA. The Union points to Section 2 of the RLA, which requires
parties to make reasonable efforts to make and maintain agreements
concerning wages and to settle disputes,10 and asserts that we
should abandon the normal, stringent rules governing contract
9
Furthermore, courts have often refused to apply the doctrine
of promissory estoppel when the promisee has other means of
pursuing his claims against the promisor. In such cases, courts
conclude that promissory estoppel need not be invoked to avoid
injustice because the promisee has other avenues of relief. See,
e.g., Glen Holly Entertainment, Inc. v. Tektronix, Inc., 352 F.3d
367 (9th Cir. 2003) (noting that the promisee “has adequate
remedies through its viable fraud and negligent misrepresentation
claims; therefore, a promissory estoppel claim is not necessary to
avoid injustice”).
10
45 U.S.C. § 152.
6
formation and enforce the parties’ agreement even though no writing
was produced.
The Union’s reliance on Section 2 is misplaced. While there
is some support for the notion that the normal rules governing
contract formation and validity should be relaxed in the context of
the RLA,11 the Union offers no reason why we should enforce the
parties’ alleged oral agreement but ignore their written CBA.
Indeed, Section 2 seems to compel the opposite result: its command
that agreements be “made and maintained” encourages us to
“maintain” the parties’ agreement that only signed writings can
amend the CBA. Beyond the Union’s conclusory assertion that “it is
an underlying purpose and policy of the Railway Labor Act to favor
finding the existence of collective bargaining agreements,” the
Union offers no explanation why the purpose of the RLA would be
advanced by honoring an alleged oral agreement at the expense of a
written CBA.
C
Local 107's final argument focuses on the text of the CBA,
urging that the district court erred in holding that the CBA
requires amendments to be in writing. The district court relied on
Article 30 of the CBA, which states that “[a]ny deviation from this
Agreement shall be made by mutual consent between the [parties].
11
See, e.g., Eastern Air Lines, 861 F.2d at 1550 (noting that,
in “light of the important federal policy favoring the existence of
collective-bargaining agreements,” contract law “may be given a
liberal interpretation”).
7
Such mutual agreement must be in writing and signed by both parties
thereto.” The Union contends that this provision applies only to
“deviations,” not “amendments” to the CBA. To this end, no
relevant definition of the term “deviate” includes the concept of
amending.
The Union’s argument fails on its face: the proposed amendment
to the payment schedules falls squarely within any applicable
definition of “deviation.” According to Webster’s Ninth New
Collegiate Dictionary, the term “deviate” means “1: to stray
especially from a standard, principle, or topic; 2: to depart from
an established course or norm.”12 Webster’s II New Riverside
University Dictionary uses similar language, defining the term as
“to turn or move increasingly away from a specified course or
prescribed mode of behavior.”13 Under any of these definitions, the
proposed amendment to the CBA was a “deviation.” When the parties
initially began discussing the pay increases, the CBA already
included a term providing for increases in December 2001, December
2002, and June 2003. The parties sought to alter that schedule to
include pay increases in June 2001 and June 2002. Clearly, the
revised schedule represents a “departure from an established
course.”
IV
12
WEBSTER’S NINTH NEW COLLEGIATE DICTIONARY 347 (1990).
13
WEBSTER’S II NEW RIVERSIDE UNIVERSITY DICTIONARY 370 (1984).
8
The decision of the district court is AFFIRMED.
9