### In the



# United States Court of Appeals

For the Seventh Circuit

____________________

No. 18

‐ 1591

A MEREN I LLINOIS C OMPANY

, Plaintiff

‐ Appellee

,

v.

I NTERNATIONAL B ROTHERHOOD OF E LECTRICAL W ORKERS

,

L OCAL U NION 51,

Defendant

‐ Appellant

.

____________________

Appeal from the United States District Court for the

Central District of Illinois.

No. 3:17

‐ cv

‐ 03163

— Sue E. Myerscough

, Judge

.

____________________

A RGUED S EPTEMBER 5, 2018

— D ECIDED O CTOBER 12, 2018

____________________

Before K ANNE

, S YKES

, and S T

. E VE

, Circuit Judges

.

K ANNE

, Circuit Judge

. Brian Knox got into a heated argu

‐

ment with his supervisor at work. He allegedly made threat

‐ ening remarks and was known to carry a concealed weapon

either on his person or in his personal vehicle, which was

parked in the company parking lot. In response, his employer

terminated him for violating its Workplace Violence Policy.2 No. 18

‐ 1591

Through his union, Knox brought a grievance under the col

‐

lective bargaining agreement (“CBA”) then in force, and the

parties opted for binding arbitration. The arbitrator deter

‐

mined that although Knox had technically violated the policy,

the employer could not enforce the rule because it violated an

Illinois statute. The arbitrator ordered Knox’s reinstatement,

and the employer sought review by the federal district court

and obtained a judicial order vacating the award on the

ground that the arbitrator improperly applied external law to

contradict the terms of the CBA. Because we believe that the

text of the CBA permi tt ed the arbitrator to look to external law

in interpreting the agreement, we reverse the judgment of the

district court and uphold the arbitrator’s award.

I. B ACKGROUND

Ameren Illinois Company operates a facility in Galesburg,

Illinois. Ameren employed Knox at the facility beginning in

1998 and made him a crew leader in 2015. On June 3, 2016,

Knox had a series of heated arguments with his supervisor

Gabriel Jones over the scheduling of work. Other employees

later indicated to Jones that Knox owned several fi rearms and

was known to carry concealed weapons on a regular basis. On

June 6, representatives of the company confronted Knox in

the presence of a union representative and a deputy sheri ff

. They requested Knox’s consent to search both his person and

his vehicle for weapons. He consented, and the search uncov

‐

ered a fi rearm in Knox’s truck (then parked in the company’s

parking lot).

On June 27, Ameren noti fi ed Knox of his termination for

violations of the company’s Workplace Violence Policy,

which expressly prohibits threatening or intimidating an

‐No. 18

‐ 1591 3

other employee and “the possession of unauthorized weap

‐

ons by any employee

... on Company parking lots.” (R. 1

‐ 3 at

2–3.)

The following day, the union fi led a grievance on Knox’s

behalf to protest his termination. After the parties failed to re

‐

solve the dispute among themselves, they submi tt ed the case

to binding arbitration. The parties certi fi ed the following

question to the arbitrator: “Was the termination of the

Grievant on or about June 27, 2016 for just cause; and if not,

what is the appropriate remedy?” (R. 1

‐ 3 at 1.) According to

the CBA, “[t]he arbitrator’s decision [is] fi nal and binding on

all parties.” (R. 1

‐ 1 at 6.) But the agreement also adds a juris

‐

dictional caveat: “In considering any dispute under this pro

‐

vision, the arbitrator [has] no authority to amend, delete from

or add to this agreement.” Id

.

Arbitrator George R. Fleischli conducted a hearing on

March 24, 2017, and delivered his award on July 8. Finding

that the company did not have just cause to terminate Knox,

he reversed the company’s action on two separate grounds.

First, he disagreed with the company’s allegations that Knox’s

remarks to Jones rose to the level of threats or intimidation

and instead found that the statements were merely “a clear

a ff ront to [Jones’] authority.” (R. 1

‐ 3 at 40–41.) While serious

enough to warrant discipline, Fleischli did not believe that the

comments violated the policy or merited termination.

Second, and most notable for the case before us today,

Fleischli found that Knox had, in fact, violated the policy by

storing a fi rearm in his personal vehicle. However, he deter

‐

mined that the policy was unenforceable because Knox pos

‐

sessed a valid license to carry the weapon under the Illinois4 No. 18

‐ 1591

Concealed Carry Act, 430 ILCS 66/1 et seq

. That statute ex

‐ pressly permi tt ed Knox to store his fi rearm in his vehicle on

private property unless the owner posted a sign “indicating

that fi rearms are prohibited on the property.” Id. at § 65(a

‐ 10).

Because the company had no such sign posted, the arbitrator

found that the law “serve[d] to prohibit the Employer from

enforcing its rule in the Grievant’s case, because he [was] in

possession of a concealed carry license.” (R. 1

‐ 3 at 44.)

Ameren immediately brought suit to vacate Fleischli’s

award. The district court, fi nding that the arbitrator improp

‐ erly applied external public law to contradict the bargain be

‐

tween the parties, granted summary judgment to Ameren and

vacated the award. See Ameren Ill. Co. v. Int’l Bhd. of Elec. Work

‐

ers, Local Union No. 51

, No. 3:17

‐ cv

‐ 03163, 2018 WL 1244149

(C.D. Ill. Mar. 9, 2018).

II. A NALYSIS

We review the district court’s decision to grant summary

judgment and vacate the arbitrator’s award de novo

. See Amax

Coal Co. v. United Mine Workers of Am., Int’l Union

, 92 F.3d 571,

574 (7th Cir. 1996).

A court’s role in reviewing a labor arbitration award is

“very limited.” United Steelworkers of Am. v. Am. Mfg. Co.

, 363

U.S. 564, 567 (1960). “The courts

... have no business weighing

the merits of the grievance, considering whether there is eq

‐ uity in a particular claim, or determining whether there is par

‐

ticular language in the wri tt en instrument which will support

the claim.” Id. at 568. “As long as the arbitrator’s award

‘draws its essence from the [CBA],’ and is not merely ‘his own

brand of industrial justice,’ the award is legitimate.” United

Paperworkers Int’l Union, AFL

‐ CIO v. Misco

, Inc.

, 484 U.S. 29, 36No. 18

‐ 1591 5

(1987) (quoting United Steelworkers of Am. v. Enterprise Wheel

and Car Corp.

, 363 U.S. 593, 597 (1960)). “When an arbitrator

resolves disputes regarding the application of a contract, and

no dishonesty is alleged, the arbitrator’s ‘improvident, even

silly fact fi nding’ does not provide a basis for a reviewing

court to refuse to enforce the award.’” Major League Baseball

Players Ass’n v. Garvey

, 532 U.S. 504, 509 (2001) (quoting Misco

,

484 U.S. at 39). “Courts thus do not sit to hear claims of factual

or legal error by an arbitrator as an appellate court does in

reviewing decisions of lower courts.” Misco

, 484 U.S. at 38.

This extraordinarily deferential standard of review is

grounded in courts’ respect for the role of the labor arbitrator

in administering “a system of industrial self

‐ government.”

United Steelworkers of Am. v. Warrior & Gulf Nav. Co.

, 363 U.S.

574, 580 (1960). This analogy, which the Supreme Court

adopted in its seminal Steelworkers Trilogy of cases in 1960,

conceives of the CBA as more akin to a private constitution

than a mere contract. Id. at 580–582. In that system, the arbi

‐

trator “is not a public tribunal imposed upon the parties by

superior authority,” but is instead “usually chosen because of

the parties’ con fi dence in his knowledge of the common law

of the shop and their trust in his personal judgment to bring

to bear considerations which are not expressed in the contract

as criteria for judgment.” Id. at 581–82. “The parties expect

that his judgment of a particular grievance will re fl ect not

only what the contract says but, insofar as the collective bar

‐ gaining agreement permits, such factors as the e ff ect upon

productivity of a particular result, its consequence to the mo

‐

rale of the shop, [and] his judgment whether tensions will be

heightened or diminished.” Id. at 582. “The ablest judge can

‐

not be expected to bring the same experience and competence6 No. 18

‐ 1591

to bear upon the determination of a grievance, because he can

‐

not be similarly informed.” Id

. To fi nd otherwise would mean

that “arbitration would just be the fi rst of a series of steps that

always culminate[s] in court litigation, and it would lose its

raison d’être .” Butler Mfg. Co. v. United Steelworkers of Am., AFL

‐

CIO

‐ CLC

, 336 F.3d 629, 632 (7th Cir. 2003).

But that does not mean that courts have no role in review

‐ ing the results of labor arbitration. Section 301 of the Labor

Management Relations Act, codi fi ed at 29 U.S.C. § 185, grants

to federal courts jurisdiction to determine, among other ques

‐

tions, whether the arbitrator “exceeded the scope of his sub

‐

mission.” Enterprise Wheel

, 363 U.S. at 597.

[A]n arbitrator is con fi ned to interpretation and ap

‐ plication of the collective bargaining agreement; he

does not sit to dispense his own brand of industrial

justice. He may of course look for guidance from

many sources, yet his award is legitimate only so

long as it draws its essence from the collective bar

‐ gaining agreement. When the arbitrator’s words

manifest an in fi delity to this obligation, courts have

no choice but to refuse enforcement of the award.

Id.

The Supreme Court elaborated on that guidance in Alex

‐

ander v. Gardner

‐ Denver Co.

, 415 U.S. 36 (1974). It held that the

arbitration of a grievant’s claim of racial discrimination

against his employer did not preclude a separate suit in fed

‐

eral court under Title VII. To that end, the Court observed that

“the arbitrator has authority to resolve only questions of con

‐

tractual rights.” Id. at 53–54. It reiterated that “the arbitrator’s

task is to e ff ectuate the intent of the parties.” Id. at 53. “HisNo. 18

‐ 1591 7

source of authority is the [CBA],” and he “has no general au

‐ thority to invoke public laws that con fl ict with the bargain be

‐

tween the parties.” Id. Thus, “[i]f an arbitral decision is based

‘solely upon the arbitrator’s view of the requirements of en

‐

acted legislation,’ rather than on the interpretation of the

[CBA], the arbitrator has ‘exceeded the scope of the submis

‐

sion.’” Id. (quoting Enterprise Wheel

, 363 U.S. at 597). In other

words, “[i]t is only when the arbitrator must have based his

award on some body of thought, or feeling, or policy, or law

that is outside the contract

... that the award can be said not

to ‘draw its essence from the [CBA].’” Arch of Illinois, Div. of

Apogee Coal Corp. v. District 12, United Mine Workers of Am.

, 85

F.3d 1289, 1292 (7th Cir. 1996) (quoting Ethyl Corp. v. United

Steelworkers of Am., AFL

‐ CIO

‐ CLC, 768 F.2d 180, 184–85 (7th

Cir. 1985)).

We interpreted the language from Gardner–Denver in Road

‐

master Corp. v. Prod. and Maint. Emp. Local 504, Laborers’ Int’l

Union of N. Am., AFL

‐ CIO

, 851 F.2d 886 (7th Cir. 1988). In Road

‐

master

, a labor arbitrator declined to enforce a straightforward

provision of the CBA because he believed that it contradicted

§ 8(d)(2) of the National Labor Relations Act. We invalidated

the award, establishing a bright

‐ line rule for the future labor

arbitration and the consideration of contrary positive law:

“When a contract

... speci fi cally limits an arbitrator’s subject

ma tt er jurisdiction, the arbitrator should restrict his consider

‐

ation to the contract, even if such a decision con fl icts with

... statutory law.” Id. at 889.

But in other cases, we have found that references to exter

‐

nal law were not so clear as to defeat the deference we have

traditionally accorded to labor arbitrators. In Butler

, an arbi

‐

trator determined that some of the grievant’s unauthorized8 No. 18

‐ 1591

absences had been protected under the Family and Medical

Leave Act of 1993 (FMLA), 29 U.S.C. § 2601 et seq.

, and were

therefore not properly the subject of disciplinary procedures

against her. 336 F.3d at 629. The company challenged the ap

‐ plication of external law, but we upheld the arbitrator’s

award. We determined that language in the CBA guarantee

‐ ing “equal opportunity for employment, advancement in em

‐ ployment, and continuation of employment to all quali fi ed in

‐

dividuals in accordance with the provisions of law ” was su ffi cient

to incorporate the FMLA into the agreement and therefore

within the scope of the arbitrator’s task. Id. at 633 (emphasis

added).

Roadmaster and Butler are not in con fl ict with one another.

They both recognize the di ffi cult tasks that courts face when

wading into the fi eld of labor arbitration. “[J]udicial interven

‐

tion is ill

‐ suited to the special characteristics of the arbitration

process in labor disputes.” Textile Workers Union of Am. v. Lin

‐

coln Mills of Ala.

, 353 U.S. 448, 463 (1957) (Frankfurter, J., dis

‐ senting).

[A]rbitration is an integral part of the system of [in

‐ dustrial] self

‐ government.

... It is only when the sys

‐

tem breaks down completely that the courts’ aid in

these respects is invoked. But the courts cannot, by

occasional sporadic decision, restore the parties’

continuing relationship; and their intervention in

such cases may seriously a ff ect the going systems of

self

‐ government.

Id. (quoting Harry Shulman, Reason, Contract, and Law in Labor

Relations

, 68 Harv. L. Rev. 999, 1024 (1955)).No. 18

‐ 1591 9

For that reason, courts hesitate to set aside an arbitrator’s

award so long as it “draws its essence from the collective bar

‐ gaining agreement.” Enterprise Wheel

, 363 U.S. at 597. An ar

‐

bitrator who decides disputes on the basis of statute rather

than “the industrial common law of the shop” merely substi

‐

tutes himself for courts. Id. In that case, a judge has no reason

to defer to the arbitrator’s specialized knowledge of industry

because a judge is be tt er suited to interpreting and applying

public law.

The trouble arises, however, when the arbitrator’s reason

‐ ing is unclear. As we noted in Butler

, “[a]rbitrators are nor

‐ mally not required to write any opinion at all, and it is worth

reiterating that a court’s review of an arbitral award does not

proceed under the same principles that would apply if it were

reviewing a decision of the Social Security Administration or

a bankruptcy court.” 336 F.3d at 636 (citing Sullivan v. Lemon

‐

cello

, 36 F.3d 676, 683 (7th Cir. 1994)). “Using whatever mate

‐

rials are available, the court must enforce the arbitral award

‘[s]o long as the [arbitrator’s] interpretation can in some ra

‐

tional manner be derived from the agreement, viewed in the

light of its language, its context, and other indicia of the par

‐

ties’ intention.” Id. (quoting Amoco Oil Co. v. Oil, Chem. &

Atomic Workers Int’l Union, Local 7–1, Inc.

, 548 F.2d 1288, 1294

(7th Cir. 1977)).

Both Roadmaster and Butler applied these same principles

to two di ff erent sets of facts. In Roadmaster

, the arbitrator ex

‐ plicitly recognized the con fl ict between the CBA and the stat

‐

ute and opted to apply the law over the contract. That contract

“speci fi cally limit[ed] [the] arbitrator’s subject ma tt er jurisdic

‐

tion,” so we held that he “should restrict his consideration to

the contract, even if such a decision con fl icts with

... statutory10 No. 18

‐ 1591

law.” 851 F.2d at 889. In contrast, in Butler we found language

in the agreement designed to incorporate external law. Be

‐

cause the parties had bargained for such an arrangement, we

determined that application of the law “lay well within the

arbitrator’s authority despite the fact that the arbitrator’s

opinion did not spell this out.” 336 F.3d at 636.

Since our decision in Roadmaster

, it seems that unions and

employers have begun to incorporate external law into their

CBAs more frequently. See, e.g., Martin H. Malin, The Evolving

Schizophrenic Nature of Labor Arbitration

, 2010 J. Disp. Resol. 57,

63–64 (describing the increase in government regulation of in

‐ dustry and the changing interaction between arbitration and

public law). When that is the case, we will respect the parties’

decision ex ante to allow the arbitrator to apply external law,

as we did in Butler

.

A. The Arbitrator’s Analysis was Incomplete

In this case, the arbitrator issued a lengthy, reasoned

award that directly engaged with the tensions between the

CBA and the public statute. 1 (R. 6

‐ 3 at 42–44) In fact, Arbitra

‐

tor Fleischli cited to an academic article he wrote in 1989 com

‐ menting on our decision in Roadmaster and placing it in the

context of a long

‐ running academic debate on the topic. See id.

1 The parties disagree about whether the Workplace Violence Policy

arises out of the CBA. The company, citing to a long string of NRLB deci

‐

sions holding that workplace safety rules are a mandatory subject of bar

‐ gaining, argues that the policy comes within the broad bargaining envi

‐

ronment and is therefore part of the CBA for the purposes of applying the

rule in Roadmaster

. The union contends that the company unilaterally is

‐

sued the policy and that it is not entitled to deference as part of the CBA.

We need not reach the issue, however, because we find that the CBA in

‐

corporates external law sufficiently to uphold the arbitration award.No. 18

‐ 1591 11

at 43 (citing George R. Fleischli, When Can a Grievance Arbitra

‐

tor Apply Outside Law?

, 18 J. L. & Educ. 505 (1989)). He also

a tt empted to distinguish his own award from Roadmaster :

The Union is not asking the Arbitrator to ignore a

provision of the Agreement, which would arguably

violate the contractual limits on his authority. Fur

‐

ther, it is not asking the Arbitrator to nullify the

Company rule

... . It is asking the Arbitrator to con

‐

clude that the rule is illegal and unenforceable, as

applied to an employee, holding a concealed carry

license.

Id. at 43–44.

We fi nd his a tt empt less than satisfying. While he

acknowledged the rule in Roadmaster

, he then went on to fi nd

a company rule “illegal and unenforceable” based on a

lengthy analysis of the text and legislative history of the Con

‐

cealed Carry Act. Id. His distinction was without a di ff erence.

The district court in this case took the arbitrator at his

word. It analyzed the reasoning contained in the award and,

relying primarily on our decision in Roadmaster

, concluded

that Arbitrator Fleischli went outside the scope of his charge

to determine whether there was just cause to terminate Knox.

B. But Other Language in the CBA Incorporates External Law

In Arch

, we reiterated that “before we reject an award be

‐

cause of language in the arbitrator’s opinion, the opinion

must unambiguously re fl ect that the arbitrator based his de

‐

cision on noncontractual grounds.” 85 F.3d at 1293. In that

case, as here, we had to determine whether the arbitrator’s in

‐ terpretation of the “just cause” language in the CBA violated

the scope of his authority. We observed that “[j]ust cause is a12 No. 18

‐ 1591

fl exible concept, embodying notions of equity and fairness,

and is certainly open to interpretation by the arbitrator.” Id. at

1294. Given that we only “set aside an arbitration award if

‘there is no possible interpretive route to the award[] so [that]

a noncontractual basis can be inferred,’” we had li tt le trouble

discerning the interpretive route and holding that the arbitra

‐

tor’s reasoning was “not so far

‐ fetched as to lead us to deduce

that the arbitrator relied on a noncontractual basis for the

award.” Id. at 1293–94 (quoting E.I. DuPont de Nemours & Co.

v. Grasselli Empl. Ind. Ass’n of East Chicago, Inc.

, 790 F.2d 611,

614–15 (7th Cir. 1986), abrogated on other grounds by Misco

, 484

U.S. 29).

This was the same path we followed in Butler

. In that case,

there was language in the CBA that “allowed the arbitrator to

consider external law[,] and the parties framed the arbitration

proceedings to force consideration of [that law].” 336 F.3d at

636. Although “the arbitrator did not include any explanation

of this point in his wri tt en award, that fact [did] not mean that

there [was] no ‘justi fi able basis’ for the arbitrator’s decision.”

Id.

We fi nd this case to be more akin to the facts of Butler than

those at issue in Roadmaster

. The CBA contains the following

language in its preamble:

Any provisions of this Agreement found by either

party to be in con fl ict with State or Federal statutes

shall be suspended when such con fl ict occurs and

shall immediately thereafter be reopened for

amendment to remove such con fl ict.

(R. 1

‐ 1 at 4)

This provision is arguably clearer than the language that

we found su ffi cient in Butler

. Although both the arbitrator andNo. 18

‐ 1591 13

the district court overlooked the provision, we believe that it

fi rmly establishes the intent of the parties to bring external

law such as the Concealed Carry Act within the scope of the

bargain. 2 Further, both parties framed their arguments to the

arbitrator in terms of the statute. Because that is the case, the

courts have no further role to play in reviewing the terms of

the award or whether the arbitrator correctly applied the law.

III. C ONCLUSION

“[T]his arbitral award should be enforced because it is

supported by the terms of the parties’ agreement and thus lay

well within the arbitrator’s authority despite the fact that the

arbitrator’s opinion did not spell this out.” Butler

, 336 F.3d at

636

. Language contained in the preamble of the collective bar

‐ gaining agreement suspends any part of the CBA that either

the company or union believes to con fl ict with state law.

While we would have preferred that the arbitrator cite to that

language before applying the Concealed Carry Act to rein

‐

state Knox, the extraordinarily deferential standard of review

compels us to uphold the award.

For those reasons, we VACATE the district court’s order

and ENFORCE the arbitral award.

2 We stress that although the original dispute involved rules regulat

‐ ing the carrying of firearms, today’s dispute deals solely with the law of

labor arbitration. Neither party has raised any claim under the Second

Amendment, and we express no opinion regarding the Concealed Carry

Act or internal corporate policies regarding weapons.