* Local Rule 47.5 provides: "The publication of opinions

that have no precedential value and merely decide particular

cases on the basis of well-settled principles of law imposes

needless expense on the public and burdens on the legal

profession."

Pursuant to that Rule, the Court has determined that this opinion

should not be published.

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

______________

NO. 95-40050

Summary Calendar

______________

SABINE INDEPENDENT SEAGOING

OFFICERS ASSOCIATION, Plaintiff-Appellant,

versus

SABINE TOWING AND TRANSPORTATION

COMPANY, INC., Defendant-Appellee.

_________________________________________________________________

Appeal from the United States District Court for the

Eastern District of Texas

(93 CV 161)

_________________________________________________________________

( Augusst 30, 1995 )

Before JONES, BARKSDALE, and BENAVIDES, Circuit Judges.

BENAVIDES, Circuit Judge * :

This appeal arises from a dispute conc erning the Layoff

Severance Pay ("LSP") clause in the Collective Bargaining Agreement

(the "Agreement ") drafted on February 9, 1990 between PlaintiffAppellant Sabine Independent Seagoing Officers Association (the

"Association") and Defendant-Appellee Sabine Towing and

Transportation Company, Inc. ("Sabine"). On March 13, 1992, Sabine

sold all of its assets to a new ly formed subsidiary of the Kirby1 Sabine Indep. Seagoing Officers Ass'n v. Sabine Towing

and Transp. Co. , 805 F. Supp. 430, 436 (E.D. Tex. 1992).

2 Corporation ("Kirby"). The sale ended the employment of the

Association members with Sabine. When Sabine refused to pay the

Association members under the LSP clause of the Agreement, the

Assoc iation filed a grievance to the district court, which

subsequently compelled arbitration 1

.

At the concl usion of the three-day arbitration hearing, the

arbitrator issued an Opinion and Award denying the Association's

grievance. The arbitrator concluded that the sale of all assets of

Sabine and the transfer of all of its employees Kirby caused no

loss of jobs, and thus, the LSP clause was no t triggered. The

Association then filed a Motion t o Vacate the Arbitrator's Award

and Motion for Summary Judgment based upon the clear and

unambiguous language of the LSP provision, which the district court

denied. We affirm.

I.

Our review of the district court's confirmation of the

arbitration award is de novo

. A nderman/Smith Operating Co. v.

Tenn. Gas Pipeline Co. , 918 F.2d 1215, 1218 n. 2 (5th Cir. 1990),

cert. denied

, 501 U.S. 1206, 111 S.Ct. 2799, 115 L.Ed.2d 972 (1991)

(citing Delta Queen Steamboat Co. v. Dist. 2 Marine Eng'rs Ben.

Ass'n

, 88 9 F.2d 599, 602 (5th Cir. 1989), c ert. denied

, 498 U.S.

853, 111 S.Ct. 148, 112 L.Ed.2d 114 (1990)). However, our review

of the arbitration award itself is extremely limited. I d. at 1218.

"This Court must sustain arbitration awards even if it does not3

agree with th e arbitrator['s] interpretation of the contract,"

Id.

, so long as the arbitrator's decision "draws its essence" from

the contract. I d. (citing United Paperw orkers Int'l Union v.

Misco, Inc.

, 484 U.S. 29, 36, 108 S.C t. 364, 370, 98 L.Ed.2d 286

(1987)).

II.

The Article VI, Section 3 of the Agreement provides that

[a]ny officer with three (3) or more years service will

be entitled to one (1) months pay for each year of

service up to a maximum of twelve (12) months. The pay

will be at th e rate for the position sailing in at the

time of layoff. The will not apply to anyone who resigns

or is discharged of [sic] cause.

The arbitrator found that the language contained in the LSP clause

was ambiguous regarding the meaning of the term "layoff." To

determine the meaning of the language used in the Agreement, the

arbitrator reviewed the language of the LSP clause itself, the

relevant bargaining history in the drafting of the Agreement and

the circumstances surrounding the sale of Sabine's assets to Kirby.

After reviewing the bargaining history, the arbitrator

concluded that the LSP clause was not contemplated as a response to

an asset sale where no work was lost. The arbitrator also found

that the new conditions occurring after the sale of Sabine's assets

included no loss of employment, no requirement to reapply for work

after the asset sale, no change in job duties or responsibilities,

but did include an offer of a salary increase. Although Kirby's

subsidiary was unwilling to accept LSP liability, it was willing to

credit Association members with their prior service for purposes of

seniority under a new agreement. Thus, the arbitrator found that4

the Association's refusal to accept a comparable offer, which

included a seniority carr yover, barred the Association from

collecting under the LSP clause. Following the sale of Sabine's

assets to Kirby, the Association refused to sign a renegotiated

agreement that contained terms and conditions substantially the

same as those under its prior Agreement with Sabine. Therefore,

the arbitrator concluded, the Associ ation in essence waived its

right to claim LSP based on an argument that it was denie d

seniority and a new contract.

After review of the record and arbitration award, we find that

the arbitration award is rational ly inferable from the language,

history and context of the Agreement. The arbitrator was permitted

to conclude that no layoff that would have triggered the LSP clause

had occurred. Even if we would have interpreted the LSP clause

differently, our standard of review requires us to defer to the

arbitrator's interpretation of the Agreement. A nderman/Smith

Operating Co.

, 918 F.2d at 1219. Therefore, we confirm the

arbitrator's award denying the Association's grievance.

III.

For the reasons stated above, the judgm ent of the district

court is affirmed; the arbitrator's award is confirmed.

AFFIRMED.