seventeen american implemented on its own a profit sharing plan a totally gratuitous effort on its part to share profits with its employees and it wasn't it wasn't entirely on its have letters of agreement here between the union and american airlines and that i think that the weakness of your position and i wonder what your response to it has that the plan is going to control these payments the plan is that joint appendix page two of five when you believe that that letter is by the union and by the company right correct so it's an agreement that uses the word agree it does not does it says except in an agreed on behalf of a it says it confirms our understanding yeah but look at the bottom it says accepted  agreed ok which says somebody didn't have to sign that mcgreevey so they could have crossed out the word agreed it yes judge it does say go and then you get to the collective bargaining agreement right and they get the collective bargain agreement is absolutely just reading the plain language of that matter why doesn't this become part of a collective bargaining agreement because the letter itself excludes itself from the contract from the float the bar and saying that the plant controls we have to examine what the plan says and the plan here in shall be deemed to amend modify or otherwise alter any collective bargaining agreement and so when the letter says these pain is going to be controlled by the plan and the plan says this isn't we're not in corporate any of this into our agreement with a that takes it out of the contract well but let me ask you death so let's suppose that there's you know potentially a conflict between the collective bargaining agreement in the plan the plan says one thing it's not part of the collective bargain agreement a collective bargaining agreement as letters  agreement are part of it doesn't that at least create a question of whether it is part of the collective bargaining agreement which would create complete preemption would prevent or american just did it as a goodwill gesture in the district court called it a gift and it was truly there was nothing the obligated american to implement this plan in the plan itself so if we can terminate it whenever we want there's nothing to have operation of the complete preemption dr and you've got to have this extraordinary preemptive force of the our away in the early only applies to disputes between employees interiors so how can we have view of labor law preemption well that circuit has a as it expansive view of plea preemption but this would seem to go well beyond that i would prejudge we pled conversion and unjust enrichment in our state court not judge tell me why not because there's no provision of that the jury or court would have to examine to determine whether or not and we just had to look at that letter that's part of the c b s so you're losing me there for a moment whether the issue is not how to construe some provision of it that's not the issue in this case the issue not even on your percentage rate basis i know what your other argument you have got to that's constru company will only deduct the ones that are required by the association correct i'm paraphrasing but that's what it says court it was constitution and correct and then the constitution bylaws are the ones that set the wa so again there's there is no provision of the collective bargaining agreement that needs to be interpreted what needs to be interpreted is a constitution that's an easy target not but not the collective bargaining and we believe that that should end the analysis of your review you would ask that you reverse that decision of the district court send the case back to the district court to vacate its orders bargaining agreement i mean you said i think act actually and in your nd amendment complaint you said contractual pay means pape received pursuant to the collective bargaining agreement and so i want to ask you about back does that undermine the  distributions there's would be no remedy for that because they reserve to themselves the right to do whatever they want with the plan so it's not contractual judge and for that reason the a p a was not allowed to collect dues on it and you don't think you don't think t letters of agreement which as the judges have pointed out are defined by the collective bargaining agreement to be part of the collective bargaining agreement and those letters of agreement in the able to pilot like the appellant to receive profit sharing distributions and cash  young represented employees if american airlines had offered profit sharing and bonuses but a p a had never signed these letters of agreement or otherwise approved pilot participation by the planes on term representation for failing to make its pilots eligible for participation in those plans canceled which would awfully strange plant because you're making a pretty persuasive argument that it required union approval of the various  the source of pilots obligation as a condition of their employment to pay to pay dues and agency fees on their pay furthermore even well i was going to ask you the latter are going to make and making a strong but i think i think opposing counsel would come back on your former argument about section twenty five and say what on earth you have to interpret and section twenty five specifically  it is under the constitution and bylaws you have to go to section one b two to determine that i'd like to actually jump to judge crassus question you would ask whether the been created to handle disputes between you and the union members or is it just between employees  are permitted on all contractual pay including cash profit sharing in cash bonuses the constitution and bylaws could have said all contractual pay excluding cash bonuses and cash profit sharing but it did not say that and and plaintiffs reading of the constitutional the constitution and bylaws to exclude profit sharing and cash bonuses which were obtained pursuant to a letter of agreement which is a contract from why don't we do that i mean you know i was but i've read those cases and obviously there circuit case law but i cannot figure out we don't we don't we don't defer to corporations interpretation of their own byelaws when we the wall i noticed that several of these cases in the supreme court are in airline pilots association versus apparently you out there's two or three you know of preemption was addressed in any of those the the resolution of the state law claims turned on factual questions about in one case the unions baylor to place an employee in certain apprenticeship training and whether that was motivated by discrimination o retaliation and in the minor case the question was whether the employer employer's conduct in transferring an employee was motivated again by retaliation for him having spoken out about the safety worker safety collective bargaining agreement was to determine what the what what the damages were based on the number of days that a payment was late under state law there was no dispute about if it was a certain number of days late what the signed by to authorize the distributions yes there's no record is within the record that tells you why that was required we know american drafted these documents they wanted a the proper shared plan document again drafted by american which says there's nothing about this plan it's contractual nothing and again we can terminate whenever we want and if my client would have to file a grievance about the me to that claim which was dismissed last summer judgment the court held the district court held that this these dues were authorized by the constitution and bylaws because of the the word including is used in the constitution it says it can collect dues on contractual pay comma including profit sharing and bonuses the court said that the district court ruled that the word including is an edited the term it ed to contract a paid at any profit sharing any post that is an improper construction of the word including as held by this court in the united states supreme court while that recognized it make it doesn't add but it recognizes that profit sharing is an excluded that it could be a part if if the other and dish out pres bit so that the district court erred in finding that the profit sharing payments are always subject to do so whether or not it's contractual and then it erred further in finding that the payments were contractual pay