1 

UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

PINNACLE FOODS GROUP, LLC, 

 

 Plaintiff, Case No. 15-cv-12413 

 Hon. Mark A. Goldsmith 

vs. 

UNITED DAIRY AND BAKERY 

WORKERS LOCAL 87, 

 Defendant. 

____________________________/ 

OPINION & ORDER 

GRANTING DEFENDANT’S MOTION FOR SUMMARY JUDGMENT (Dkt. 14) AND 

DENYING PLAINTIFF’S MOTION TO VACATE ARBITRATION AWARD (Dkt. 13) 

This is an arbitration award review case, involving the rate at which certain vacation and 

holiday hours should be paid pursuant to the parties’ collective bargaining agreement. In light of 

the highly deferential standard of review that a district court must apply to a labor arbitrator’s 

award, Plaintiff’s motion to vacate the arbitrator’s award is denied, and Defendant’s motion for 

summary judgment seeking enforcement of the award is granted. 

I. BACKGROUND 

Plaintiff is an employer in Imlay City, Michigan, and Defendant is a labor union that 

represents some of Plaintiff’s employees. At all relevant times, the parties were bound by their 

Collective Bargaining Agreement (“CBA”) (Dkt. 1-2). The current dispute involves three 

grievances brought under the arbitration clause of the CBA, each alleging that vacation days 

and/or “unworked” holidays that were taken after 40 hours were actually worked in a workweek, 

should, under the CBA, be paid at an overtime rate. The specific grievances themselves illustrate 

the contours of the issue. 

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The first grievance (“Grievance 456”) came from an employee who had worked 40 hours 

between Monday through Friday during the week of October 29, 2012. The employee was also 

scheduled to work Sunday, November 4, 2012, which fell within the same pay period. On that 

day, the employee did not work, but instead took an “emergency vacation day.” Plaintiff paid 

that employee at straight time for the vacation day, while Defendant contends that he should 

have received overtime for the vacation day. Compl. ¶ 9 (Dkt. 1). 

The second grievance (“Grievance 460”) came from an employee who worked 10 hours 

on Monday, February 4, 2013, and on Tuesday, February 5, 2013. He thereafter took three 8-

hour vacation days on Wednesday, February 6; Thursday, February 7; and Friday, February 8. 

This adds up to 44 hours. Plaintiff paid this employee at straight time for all 44 hours, but 

Defendant contends that he should have received overtime pay for the last 4 hours of his Friday, 

February 8 vacation day. Id. ¶ 10. 

The third grievance (“Grievance 555”) is a group grievance. It asserts that, on Good 

Friday, March 29, 2013, “all employees should have been paid at the premium rates where 

applicable.” Defendant asserts that if an employee’s combined working time Monday through 

Thursday, together with the unworked holiday hours on Friday, exceeds 40 hours, the employee 

is entitled to overtime for the holiday hours in excess of 40. Id. ¶ 11. 

Plaintiff, on the other hand, believes that the CBA requires an employee to be physically 

present at the workplace for “hours worked” in excess of 40 in order to receive overtime pay for 

those hours. 

Pursuant to Article 6 of the CBA, unresolved grievances culminate in binding arbitration. 

Id. ¶ 7. After Plaintiff rejected the above-described grievances, id. ¶ 8, the issues proceeded to 

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arbitration in accordance with that provision, see id. ¶ 14. The relevant provisions of the CBA 

are as follows (all emphases added): 

 The arbitrator “shall have no power to add on, subtract from, 

disregard, alter, or modify any of the terms of the Agreement.” Art. 6, 

§ 1(2). 

 “Vacation pay shall be computed on the basis of the employee’s 

regular bid job straight time hourly rate multiplied by the number of 

hours the employee is entitled to.” Art. 9, § 2(c). 

 “Regular full time employees shall receive eight (8) hours holiday pay 

(at straight time) and regular full-time employees shall receive eight 

(8) hours holiday pay (at straight time) for each of the following 

holidays. (Regular full-time employees assigned to a four (4) day, ten 

(10) hour shift schedule will receive ten (10) hours holiday pay at 

straight time for holidays which fall within their regular work week of 

Monday through Thursday).” [Listing 11 holidays.] Art. 10, § 1. 

 “Holidays not worked shall be considered as hours worked in 

computation of overtime and any other contractual benefits.” Art. 10, 

§ 2(d). 

 “It is agreed that forty (40) hours shall constitute a work week and that 

all hours worked in excess of forty (40) hours in any regular work 

week shall be considered as overtime and employees shall be paid at 

the rate of time and one-half their regular rate for working such 

overtime hours.” Art. 11, § 1. 

 “Time and one-half an employee’s regular hourly rate shall be paid for 

all work performed in a “work week” based on the below schedule. 

Time and one-half shall also be paid for all work performed on 

holidays. 

 40.00 Hours – Straight Time 

 40.02 Hours – Time and One-Half (.02 = 1 minute) 

 55.02 Hours – Double Time 

(a) If an employee is off work any time during their workweek on a 

contractual leave or benefit, such time will be counted as hours worked 

in computation of overtime, (i.e. Jury Duty, Bereavement, 

Negotiations, Union Business, Vacation, Military Leave, FMLA, or 

Workers’ Compensation).” Article 11, § 5. 

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On the merits, the arbitrator held that the employees were entitled to be paid at an 

overtime rate for the vacation and holiday time at issue. Id. ¶ 16.1

 The arbitrator focused on 

three provisions and, reading them together, held for the Union. Arb. Op. at 15-16 (Dkt. 1-1). 

Introducing his discussion on the merits, the arbitrator first established the premise that 

“[e]veryone agrees unworked holidays and vacation leave days are paid at straight time.” Id. at 

15. The arbitrator framed the issue as, “the pay entitlement for the remaining hours in the week,” 

id., i.e., those hours payable after an employee had logged 40 hours, either physically at work or 

as vacation or holiday time. The arbitrator identified an “obvious point of contention” in Article 

10, § 2 of the CBA, which provides: 

Holidays not worked shall be considered as hours worked in 

computation of overtime and any other contractual benefits. 

(Emphasis added.) The arbitrator also highlighted Article 11, § 5(a), which provides: 

If an employee is off work any time during their workweek on a 

contractual leave or benefit, such time will be counted as hours 

worked in computation of overtime. 

(Emphasis added.) 

Before the arbitrator, Plaintiff argued that the phrase “computation of overtime” pertains 

to “computing whether the 40 hour threshold for overtime has been met.” See Arb. Op. at 16 

(quoting Plaintiff’s argument (emphasis in original)). Rejecting this, the arbitrator stated that 

“the CBA does not restrict the extent which the referenced time will be counted as hours worked. 

The provision [Article 11, § 5(a)] states ‘any time during their workweek . . . will be counted as 

                                                            

1

 Whether the merits of the claim were arbitrable comprised the bulk of the arbitrator’s decision. 

Arb. Op. at 12-15 (Dkt. 1-1). Plaintiff’s motion does assert that Defendant “missed the deadline” 

for filing each of the three grievances. Pl. Mot. at 4. However, this claim appears nowhere in 

the complaint, and the substantive portion of Plaintiff’s motion only discusses the merits. 

Plaintiff no longer argues that the grievances were untimely or not subject to arbitration. 

Therefore, Plaintiff has conceded these issues. 

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hours worked.’” Id. For support, the arbitrator quoted Article 11, § 1 of the CBA, which states 

that “all hours worked in excess of forty (40) hours in any regular work week shall be considered 

as overtime . . . .” (Emphasis added.) These three provisions, read in tandem, were interpreted 

by the arbitrator to require payment of overtime for all hours in excess of 40 in a given week, 

regardless of whether any of the overtime hours were vacation or holiday time. 

 The arbitrator then turned to Plaintiff’s attempt to reconcile the CBA with Plaintiff’s 

interpretation. Article 11, § 5 provides that “[t]ime and one-half an employee’s regularly hourly 

rate shall be paid for all work performed in a ‘work week.’” (Emphasis added.) As interpreted 

by the arbitrator, “[Plaintiff’s] argument runs that a vacation day at the end of a 40 hour week is 

not ‘work performed.’” Arb. Op. at 16. Yet, noted the arbitrator, “[a] vacation day early in the 

week is counted as ‘work performed’ for purposes of overtime entitlement,” even according to 

Plaintiff. Id. (“[Plaintiff] characterizes the provision ‘computation of overtime’ as one which 

only pertains to ‘computing whether the 40 hour threshold for overtime has been met.’” 

(emphasis in original)).2 With that in mind, he concluded that Article 11, § 5 “does not 

distinguish a time occurrence as argued by [Plaintiff]. It necessarily follows that a vacation day 

[or holiday] at the end of the week must be counted as ‘work performed’ in a work week in the 

same manner as a vacation day at an earlier time in the week.” Id. Thus, the arbitrator — 

building on Plaintiff’s concession that mid-week vacation and holiday time is “work performed” 

for overtime purposes — concluded that vacation time and holiday time is “work performed” for 

overtime purposes, no matter when the vacation or holiday time was taken during a work week. 

                                                            

2

 For example, under Plaintiff’s interpretation of the CBA, a 48-hour week in which hours 0 

through 8 were vacation hours would still warrant 8 hours of overtime pay for hours 41 through 

48; in that scenario, the mid-week vacation time is merely “computed” as part of the 40-hour 

threshold. However, according to Plaintiff, a 48-hour week in which hours 41 through 48 were 

vacation hours would not warrant overtime pay, because those hours were not needed to 

“compute” whether the 40-hour threshold had been met. 

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Although the arbitrator acknowledged Plaintiff’s argument that certain CBA provisions 

suggest that holiday and vacation pay should be paid at “straight time,” id. at 11-12, he did not 

explicitly elaborate on that argument in his decision on the merits. Accordingly, Plaintiff claims 

that the arbitrator exceeded his authority by “disregard[ing]” those provisions of the CBA. 

For this reason, Plaintiff filed the instant action and a motion to vacate the arbitration 

award (Dkt. 13). Defendant filed a counterclaim and cross-motion for summary judgment 

seeking enforcement of the award (Dkt. 14). 

II. STANDARD OF DECISION 

Because both motions are summary judgment motions, the standard under Federal Rule 

of Civil Procedure 56 applies. Summary judgment is appropriate if “there is no genuine dispute 

as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 

56(a). 

III. DISCUSSION 

A. Legal Background 

Judicial review of an arbitrator’s decision is “extremely limited.” Int’l Union v. Hurd 

Corp., 7 F. App’x 329, 333 (6th Cir. 2001). As explained by the Supreme Court: “Because the 

parties have contracted to have disputes settled by an arbitrator chosen by them rather than by a 

judge, it is the arbitrator’s view of the facts and of the meaning of the contract that they have 

agreed to accept.” United Paperworkers Int’l Union v. Misco, Inc., 484 U.S. 29, 37-38 (1987). 

Courts must uphold an arbitrator’s award “so long as it draws its essence from the collective 

bargaining agreement.” United Steelworkers of Am. v. Enter. Wheel & Car Corp., 363 U.S. 593, 

597 (1960). In other words, as long as “an arbitrator is even arguably construing or applying the 

contract and acting within the scope of his authority, the fact that a court is convinced he 

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committed serious error does not suffice to overturn his decision.” Major League Baseball 

Players Assoc. v. Garvey, 532 U.S. 504, 509 (2001). 

While an arbitrator may not “ignore the plain language of the contract,” “a court should 

not reject an award on the ground that the arbitrator misread the contract.” Misco, 484 U.S. at 

38. And “a federal court may not overrule an arbitrator’s decision simply because the court 

believes its own interpretation of the contract would be the better one.” W.R. Grace & Co. v. 

Local Union 759, 461 U.S. 757, 764 (1983); see also Exxon Shipping Co. v. Exxon Seamen’s 

Union, 993 F.2d 357, 360 (3d Cir. 1993) (“As a general rule, [courts] must enforce an arbitration 

award if it was based on an arguable interpretation and/or application of the collective bargaining 

agreement, and may only vacate it if there is no support in the record for its determination or if it 

reflects manifest disregard of the agreement, totally unsupported by principles of contract 

construction.”); Int’l Truck & Engine Corp. v. United Steel Workers of Am., Local 3740, 294 

F.3d 860, 861 (7th Cir. 2002) (“Only if ‘there is no possible interpretive route to the award, so 

[that] a noncontractual basis can be inferred,’ may the award be set aside.” (quoting Chicago 

Typographical Union No. 16 v. Chicago Sun-Times, Inc., 935 F.2d 1501, 1506 (7th Cir. 1991)). 

The Sixth Circuit has instructed courts in this circuit to consider the following questions 

in determining whether an arbitrator’s award should be upheld: 

Did the arbitrator act “outside his authority” by resolving a dispute 

not committed to arbitration? Did the arbitrator commit fraud, 

have a conflict of interest or otherwise act dishonestly in issuing 

the award? And in resolving any legal or factual disputes in the 

case, was the arbitrator “arguably construing or applying the 

contract”? 

Mich. Family Res., Inc. v. Serv. Emps. Int’l Union Local 517M, 475 F.3d 746, 753 (6th Cir. 

2007). These are considered questions of “procedural aberration.” Id. “So long as the arbitrator 

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does not offend any of [the above] requirements, the request for judicial intervention should be 

resisted even though the arbitrator made ‘serious,’ ‘improvident’ or ‘silly’ errors in resolving the 

merits of the dispute.” Id. And regarding the last question of the Michigan Family 

Resources framework — whether the arbitrator was “arguably construing or applying the 

contract” — doubts on the issue should be resolved in favor of enforcement of the arbitrator’s 

decision: 

[Courts] cannot ignore the specter that an arbitration decision 

could be so ignorant of the contract’s plain language as to make 

implausible any contention that the arbitrator was construing the 

contract. An interpretation of a contract thus could be so 

untethered to the terms of the agreement . . . that it would cast 

doubt on whether the arbitrator indeed was engaged in 

interpretation. Such an exception of course is reserved for the rare 

case. For in most cases, it will suffice to enforce the award that the 

arbitrator appeared to be engaged in interpretation, and if there is 

doubt we will presume that the arbitrator was doing just that. 

Id. (citations, brackets, and quotation marks omitted) (emphasis added). 

To the extent that a court examines a collective bargaining agreement, “traditional” or 

“ordinary” principles of contract law — as opposed to state law — apply. See, e.g., M & G 

Polymers USA, LLC v. Tackett, 135 S. Ct. 926, 933 (2015). 

B. Application 

Here, the nature of Plaintiff’s complaint implicates the question whether the arbitrator 

was “even arguably construing” the CBA. Major League Baseball Players Assoc., 532 U.S. at 

509. When a party alleges that an arbitrator exceeded his authority, courts should consider 

“whether the language of the contract at hand is sufficiently clear so as to deny the arbitrator the 

authority to interpret the agreement as he did.” Bruce Hardwood Floors v. S. Council of Indus. 

Workers, 8 F.3d 1104, 1108 (6th Cir. 1993). Therefore, despite the sacrosanctity of the 

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arbitrator’s interpretation of the contract, this Court must perform at least some superficial 

appraisal of the merits of the arbitrator’s decision in order to conduct its narrow review into 

whether the arbitrator can be said to have interpreted the CBA. See, e.g., Mich. Family Res., 475 

F.3d at 754-756; Int’l Brotherhood of Teamsters, Local 519 v. United Parcel Serv., Inc., 335 

F.3d 497, 506-507 (6th Cir. 2003). If the arbitrator could possibly have reached the result that he 

did without ignoring Article 9, § 2, and Article 10, § 1 of the CBA, his decision must be upheld 

— even if it is founded upon “serious” interpretive error. Because the arbitrator’s decision here 

does not conflict with the CBA, such that his decision only makes sense if he ignored certain 

parts of the CBA, the Court affirms the arbitration award and holds for Defendant. 

Plaintiff argues that the arbitration award should be vacated, because the arbitrator 

ignored certain provisions, thereby nullifying them. Specifically, Plaintiff claims that “nowhere 

in Arbitrator Girolamo’s ‘Discussion and Findings’ is any reference to the language providing 

that vacation is paid at the ‘straight hourly rate’ (Article 9, § 2, p. 10) or that holidays are paid ‘at 

straight time’ (Article 10, § 1, p. 12).” Pl. Mot. at 13 (emphasis in original). Accordingly, 

Plaintiff claims that the arbitrator ignored those provisions, violating his duties under the CBA. 

Defendant, on the other hand, seeks to establish that the arbitrator did, in fact, consider all 

pertinent sections of the CBA. It notes that the arbitrator explicitly listed both Article 9, § 2, and 

Article 10, § 1, as provisions the parties consider relevant. The arbitrator further cited both 

provisions in his accurate summary of Plaintiff’s argument. Although the arbitrator did not cite 

these provisions in his analysis, he did state that he gave “careful consideration to all . . . 

arguments submitted by the Parties, even though the Opinion herein may not specifically 

reference each and every one of the above.” Def. Resp. at 10 (Dkt. 17) (quoting Arb. Op. at 4). 

Finally, argues Defendant, the arbitrator implicitly acknowledged, rather than ignored, Article 9, 

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§ 2, and Article 10, § 1, stating that, “[e]veryone agrees unworked holidays and vacation leave 

days are paid at straight time. Despite the agreement the pay entitlement for the remaining hours 

in the week is in dispute.” Id. (quoting Arb. Op. at 15). 

 Here, Defendant is correct that the arbitrator engaged in interpretation within the scope of 

his authority. The arbitrator acknowledged the issues as framed by the parties, faithfully noted 

all provisions of the CBA considered relevant by both parties, and took a detailed look at how 

parts of the CBA fit together. 

 It does not matter that the arbitrator failed to discuss Article 9, § 2, and Article 10, § 1 in 

a level of detail satisfactory to Plaintiff. Of these provisions, the arbitrator stated that 

“[e]veryone agrees unworked holidays and vacation leave days are paid at straight time.” Arb. 

Op. at 15. He also noted “[t]he fact that holidays and vacation leave are paid at straight 

time . . . .” Id. at 11. Both of these statements can only be references to the allegedly ignored 

provisions, which Plaintiff claims sets holiday and vacation leave pay at straight time. And 

speaking of the provisions in terms of whether they do or do not “negate the CBA provision” 

emphasized by Plaintiff shows that the arbitrator considered how all of the provisions fit 

together. 

The arbitrator’s phrasing is inartful, to be sure; the very issue facing the arbitrator was 

whether holidays and vacation leave always should be paid at straight time. But the context of 

the arbitrator’s opinion shows quite clearly that, when he established the premise that “holidays 

and vacation leave days are paid at straight time,” he was referring to the baseline rate at which 

holiday and vacation leave are normally paid (but for any overtime enhancement). See id. at 15 

(“the pay entitlement for the remaining hours in the week is in dispute”). The arbitrator thus 

analyzed the allegedly ignored provisions as they related to other provisions, which the arbitrator 

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found controlling. Whether the arbitrator’s awkward phrasing “was a slip of the pen or a slip in 

thought, it bears emphasizing that it was still . . . the contract language that he was trying to 

figure out.” Mich. Family Res., 475 F.3d at 755. 

 Moreover, the Court can conceive of a hypothetical, more detailed explanation of the 

arbitrator’s interpretation, which demonstrates that Plaintiff’s is not the sole construction 

permitted by the CBA. There are two components of leave time at issue: vacation time and 

holiday time. The CBA contains provisions distinct to each. 

Regarding vacation time, Plaintiff alleges that the arbitrator failed to consider Article 9, 

§ 2, which states that vacation pay shall be computed “on the basis of the employee’s regular bid 

job straight time hourly rate.” (Emphasis added.) It is common knowledge that straight-time 

hourly rates typically form the basis of overtime rates. See also Art. 11, § 5 (setting overtime 

rate at 1.5x straight time rate). Accordingly, the CBA’s provision that vacation pay be based on 

the straight time rate does not require, as Plaintiff suggests, that it always be paid at a straight 

time rate. 

 Holiday pay is another matter, but in the context of the agreement, together with ordinary 

principles of contract interpretation, the arbitrator’s construction is still plausible. One provision 

of the CBA states that “regular full-time employees shall receive eight (8) hours holiday pay (at 

straight time) for each of the following holidays.” Art. 10, § 1. In isolation, this seems 

unequivocal. However, when a general contractual provision arguably conflicts with a more 

specific provision on the same topic, the specific provision controls. See Royal Ins. Co. of Am. 

v. Orient Overseas Container Line Ltd., 525 F.3d 409, 420 (6th Cir. 2008) (citing “well-founded 

principles of contract law” and the Restatement (Second) of Contracts). Accordingly, Article 10, 

§ 1 — a rule of general applicability, which sets the base rate of pay for all holidays — must 

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yield to the more specific provisions governing those holidays that happen to fall in a workweek 

longer than 40 hours. These more specific provisions are found in Article 10, § 2(d) (“Holidays 

not worked shall be considered as hours worked in computation of overtime and any other 

contractual benefits”) and Article 11, § 5(a) (“If an employee is off work any time during their 

workweek on a contractual leave or benefit, such time will be counted as hours worked in 

computation of overtime.” (Emphasis added)).3

 

 Plaintiff makes an argument regarding the proper interpretation of the phrase 

“computation of overtime,” which it states would avoid a conflict such as the one noted above.4 

But the arbitrator undisputedly considered Plaintiff’s interpretation of this phrase and rejected it, 

offering thoughtful reasons for doing so. See Arb. Op. at 16 (citing Art. 11, § 5(a) (“any time 

[off work on contractual leave/benefit] will be counted as hours worked in computation of 

overtime” (emphasis added))). Plaintiff does not allege that the CBA’s “computation of 

overtime” provisions were ignored, nor could it. Rather, it uses dictionary definitions to attack 

the arbitrator’s interpretation of the phrase. Pl. Mot. at 17. Plaintiff may not be happy about the 

arbitrator’s interpretation of that particular phrase, but the crux of Plaintiff’s complaint is that the 

arbitrator ignored entirely different provisions of the CBA. Because the phrase “computation of 

                                                            

3

 It is worth restating that the preceding analysis of the CBA is not meant to substitute this 

Court’s interpretation for that of the arbitrator. Rather, it is intended only to refute Plaintiff’s 

claim that there is no possible interpretation of the CBA under which the arbitrator could reach 

his result without ignoring or nullifying parts of the contract. See Mich. Family Res., 475 F.3d at 

753 (improper arbitration award “make[s] implausible any contention that the arbitrator was 

construing the contract” (emphasis added)); see also Brentwood Med. Assocs. v. United Mine 

Workers of Am., 396 F.3d 237, 241 (3d Cir. 2005) (“An award draws its essence from a 

collective bargaining agreement if its interpretation can in any rational way be derived from the 

agreement, viewed in light of its language, its context, and any other indicia of the parties’ 

intention.” (Emphasis in original)). 

 

4

 Plaintiff argues that “computation of overtime” refers to the computation of whether the 

overtime threshold of 40 hours is met, rather than, for example, the computation of overtime 

hours and/or pay. Pl. Mot. at 18. 

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overtime” is amenable to the meaning that the arbitrator gave it, the Court will not second-guess 

this interpretation. Furthermore, Plaintiff’s preferred interpretation of the phrase is, in the 

Court’s opinion, tortured and not at all intuitive. 

Accordingly, although the Court’s hypothetical construction of the contract is just one 

example of how the arbitrator could have reasoned through the CBA, the existence of an 

“arguable interpretation” is all that is required. “[I]t is assuredly true that [courts] review 

outcomes, not opinions, while performing that exceedingly deferential task of considering 

whether to vacate an arbitration award.” Mich. Family Res., 475 F.3d at 755. 

The parties were permitted to submit supplemental briefing on a scenario in which a court 

reversed an arbitrator’s award because he “ignored” a provision, notwithstanding the fact that the 

arbitrator explicitly, but briefly, acknowledged the provision (Dkt. 23). In its supplemental filing 

(Dkt. 24), Plaintiff offered one case, Sterling Fluid Sys. (USA) v. Chauffeurs, Teamsters & 

Helpers Local Union # 7, 144 F. App’x. 457 (6th Cir. 2005), for this proposition. There, 

employees invoked a clause in the CBA regarding subcontracting, while the employer invoked a 

broad “management rights” clause in defense of its actions. The arbitrator briefly acknowledged 

the employer’s argument, but ultimately sided with the employees. A divided Sixth Circuit panel 

affirmed the district court’s ruling, thus reversing the arbitration award, stating: 

The arbitrator saw the matter at hand as a simple case of 

subcontracting. After briefly noting [employer] Sterling’s 

argument that this was a plant closure case, the arbitrator stated, “I 

disagree,” and never returned to the subject. The arbitrator ignored 

Sterling’s contention that the management rights clause authorized 

Sterling to close the foundry and relocate the molds and dies. In 

taking such a narrow approach, the arbitrator failed to consider the 

importance of Sterling’s ability under the CBA to close the 

foundry and allocate the physical capital that remained in the 

foundry. 

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Certainly, arbitrators have wide latitude in interpreting 

collective bargaining agreements. But in analyzing the Union’s 

grievance, the arbitrator should have at least considered what the 

CBA had to say about Sterling’s right to close the foundry. The 

arbitrator should not have viewed Sterling’s decision to remove the 

molds and dies in a vacuum. That decision was part of Sterling’s 

efforts to close the foundry. 

Id. at 463 (emphasis added).  Judge Clay dissented, stating that “the district court impermissibly 

substituted its judgment for that of the arbitrator,” and “the majority repeats the district court’s 

mistake.” Id. (Clay, J., dissenting). 

 However, subsequent to Sterling Fluid, the Sixth Circuit “severely curtailed” a court’s 

inquiry into an arbitrator’s decision in Michigan Family Resources. Totes Isotoner Corp. v. Int’l 

Chem. Workers Union, 532 F.3d 405, 412 (6th Cir. 2008) (discussing the effect of Michigan 

Family Resources). 

Indeed, Sterling Fluid cited a four-part test for determining whether an arbitrator’s 

decision fails to draw its essence from the contract, Sterling Fluid, 144 F. App’x at 461; this test 

is traceable to Cement Divisions, National Gypsum Co. v. United Steelworkers, Local 135, 793 

F.2d 759, 766 (6th Cir. 1986). Yet, Michigan Family Resources — following an exhaustive 

exploration of how Sixth Circuit case law had strayed from the Supreme Court’s guidance — 

expressly overruled Cement Divisions’ four-part test, instead fashioning a new test from the 

Supreme Court decisions Misco and Garvey. Mich. Family Res., 475 F.3d at 753. Accordingly, 

because it applied a since-overruled test, Sterling Fluids can fairly be said not to reflect the 

governing standard for appellate review of arbitration decisions in the Sixth Circuit.5 

                                                            

5

 Moreover, district courts are not bound to follow unpublished decisions such as Sterling Fluid. 

See United States v. Flores, 477 F.3d 431, 433-434 (6th Cir. 2007). 

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Furthermore, as shown by the arbitrator’s two references to the allegedly “ignored” 

provisions of the CBA that are discussed above, even if Sterling Fluid was good law, the 

arbitrator here gave more consideration to the employer’s arguments than the arbitrator in 

Sterling Fluid, who merely “disagree[d]” with the employer. 

And finally, apparently lacking in Sterling Fluid, but present here, is an affirmative 

statement from the arbitrator that he did fully and carefully consider all arguments. See Arb. Op. 

at 4. Plaintiff is correct that giving weight to such a “boilerplate” statement could give 

arbitrators a silver bullet that helps immunize their decisions from review. However, Plaintiff 

cites no authority that courts should ignore such a statement. In fact, the contrary appears true. 

More recently than Sterling Fluid, the Sixth Circuit suggested that such a gap-filling statement 

provides more than is necessary in the absence of explicit analysis: “[A]rbitrators have no 

obligation to issue a written decision to justify their awards, and . . . vacating awards based on 

flawed chains of reasoning may well encourage arbitrators to ‘play it safe by writing no 

supporting opinions.’” Mich. Family Res., 475 F.3d at 755-756 (quoting United Steelworkers of 

Am. v. Enterprise Wheel & Car Corp., 363 U.S. 593, 598 (1960)). If an arbitrator can protect his 

decision from scrutiny by not issuing a written decision — so long as the contract will bear the 

ultimate result — it follows that a simple statement, averring that he engaged in interpretation, 

will have the same effect. 

IV. CONCLUSION 

Here, the arbitrator was “arguably construing the contract.” Accordingly, the Court will 

not substitute its judgment for that of the arbitrator regarding the proper construction of the 

contract. The arbitrator’s decision, therefore, must be enforced. Plaintiff’s motion to vacate the 

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arbitration award (Dkt. 13) is denied, and Defendant’s motion for summary judgment (Dkt. 14) 

is granted. 

Defendant’s motion asked that the Court issue “an Order directing entry of judgment in 

its favor that [Plaintiff] should comply with the terms of the arbitration decision and the terms of 

the CBA, make the employees whole for any losses suffered, and award costs and attorney’s fees 

to the [Defendant].” Def. Mot. at 16. Although the Court has now ruled that the arbitration 

decision should be enforced, the Court is uncertain whether additional issues need to be litigated 

in this action or whether a judgment may be entered presently. Therefore, if the parties are 

agreeable to the entry of a final judgment at this time, they shall submit a proposed judgment, 

approved by all parties as to form, on or before May 27, 2016. If they cannot so agree, they shall 

file a joint memorandum, by the same date, setting forth their respective positions of agreement 

and disagreement regarding what further issues require resolution. 

SO ORDERED. 

Dated: May 12, 2016 s/Mark A. Goldsmith 

Detroit, Michigan MARK A. GOLDSMITH 

 United States District Judge 

 

 

CERTIFICATE OF SERVICE

The undersigned certifies that the foregoing document was served upon counsel of record and 

any unrepresented parties via the Court's ECF System to their respective email or First Class 

U.S. mail addresses disclosed on the Notice of Electronic Filing on May 12, 2016. 

 s/Karri Sandusky 

 Case Manager 

2:15-cv-12413-MAG-RSW Doc # 26 Filed 05/12/16 Pg 16 of 16 Pg ID 481