The opinion of the court was delivered by: Irenas, Senior District Judge
Presently before the Court are motions of all three Defendants to dismiss the second amended restated complaint. In addition, Plaintiffs have filed a cross-motion to dismiss Count X of their second amended restated complaint without prejudice. In both the motion papers brought before this Court and during oral argument, matters outside of the pleadings have been presented to the Court. Accordingly, as required under Fed. R. Civ. P. 12(c), the Court will treat all motions as motions for summary judgment rather than motions to dismiss. The Court will grant the Defendants' motions and will dismiss on all counts.
After several years of failing to make a profit, on January 9, 2001, Trans World Airlines, Inc. ("TWA") entered into an agreement with Defendant American Airlines, Inc. ("American") whereby American agreed to purchase the majority of TWA's assets following TWA's filing for Chapter 11 bankruptcy protection. TWA made such a filing the following day, January 10, 2001. As a condition of the purchase agreement, American agreed to hire almost all of TWA's unionized employees provided that certain labor protective provisions in their various contracts were eliminated.
One of those provisions concerned the right of TWA's pilots to bring to arbitration issues of seniority integration in the event of a purchase of TWA or merger of TWA with another airline. These rights are also known as Allegheny-Mohawk rights, in reference to an earlier airline merger. American indicated that it would not proceed with its purchase of TWA unless this seniority integration provision was eliminated. *fn1 TWA's pilots were represented by Defendant Air Line Pilots Association ("ALPA"), through its TWA Master Executive Council ("TWA MEC") unit. *fn2 Under American's collective bargaining agreement with its pilots, represented by Defendant Allied Pilots Association ("APA"), the seniority of any new pilots to American, due to an acquisition by American, would begin to accrue only at the moment that the pilots began working for American.
The TWA MEC resisted waiving its seniority protections, and on March 15, 2001, TWA filed a motion under 11 U.S.C. § 1113 with the Bankruptcy Court seeking to abrogate the seniority provisions in its collective bargaining agreement with ALPA. In response, on April 2, 2001, the TWA MEC passed a resolution waiving its seniority provisions in exchange for a letter from American in which American promised to "use its reasonable best efforts" with APA to "secure a fair and equitable process for the integration of seniority." On April 6, 2001, the Bankruptcy Court entered a stipulation and order withdrawing the § 1113 motion and formalizing the waiver agreement. *fn3
On April 9, 2001, ALPA and the TWA MEC entered into a transition agreement with what would become, upon completion of the asset purchase by American, TWA Airlines, LLC ("TWA-LLC"). TWA-LLC would be a wholly owned subsidiary of American. Under that agreement, the majority of the provisions of the collective bargaining agreement between ALPA and TWA would remain in effect until such time as TWA-LLC and American were declared a "single carrier" by the National Mediation Board ("NMB"). In addition, ALPA would continue to remain the exclusive representative of the TWA-LLC pilots until the "single carrier" declaration. The next day, on April 10, 2001, American's purchase of TWA's assets closed and TWA-LLC began operations as a separate air carrier.
Between at least February and August of 2001, the TWA MEC and APA negotiated with each other over seniority integration. No agreement was reached between the parties. On November 8, 2001, APA and American reached an independent agreement on seniority integration of former TWA pilots, known as Supplement CC. Under Supplement CC, some TWA pilots did receive credit for their seniority, and certain captains and first officer positions were guaranteed for former TWA pilots at the remaining pilot base for TWA-LLC pilots, in St. Louis, Missouri. It is likely that the impact upon the airline industry of September 11, 2001, and the knowledge of the parties that layoffs were probably inevitable, had a significant influence on the negotiations between American and APA.
On November 9, 2001, APA filed a petition with the NMB seeking the declaration of "single carrier" status. ALPA opposed this petition, but on March 5, 2002, the NMB declared that TWA-LLC and American were a "single carrier." On April 3, 2002, after ALPA declined to submit an application to become the bargaining representative for the combined pilot group, the NMB certified APA as the sole bargaining agent for all American pilots and Supplement CC became effective. Following this declaration, ALPA pursued a grievance against American, through arbitration, alleging that American violated the promise it made to ALPA in the letter it wrote concurrently with the waiver agreement. The grievance alleged that American did not use its "reasonable best efforts" to protect the TWA-LLC pilots' seniority protections, as it had agreed to do in its letter. Through the arbitration, ALPA sought the nullification of Supplement CC. The arbitrator, in a decision dated April 18, 2002, rejected the grievance and found for American.
This matter originally appeared before the Court when APA filed an action, on June 19, 2002, against class representative Bensel, the Aviation Workers Rights Foundation, Inc., and American, seeking a declaratory judgment that it did not owe a duty of fair representation to the class of former TWA-LLC pilots and that Supplement CC was binding and valid. On September 3, 2002, a class action was initiated by a virtually identical class against ALPA. On October 3, 2002, the class filed an answer in the original matter, along with counterclaims and cross-claims against APA, ALPA, American, and TWA-LLC. Pursuant to a series of consent orders agreed to by all parties, the parties were realigned with the class as Plaintiffs and ALPA, APA, American, and TWA-LLC as Defendants. The class filed a second amended restated complaint against the four Defendants on January 27, 2003. The Court's order dismissing the original action preserved the original filing dates for statute of limitations purposes.
The second amended restated complaint alleges breach of the duty of fair representation by ALPA (Count I), breach of the duty of fair representation by APA (Count II), breach of fiduciary duties and duty to treat with certified representative by APA, ALPA, American, and TWA-LLC (Count III), breach of the obligation to assert every reasonable opportunity and maintain agreements and to negotiate in good faith by American and TWA-LLC (Count IV), tortuous and malicious interference by APA, American, and TWA-LLC (Count V), fraudulent misrepresentation by APA, American, and TWA-LLC (Count VI), breach of contract and tortuous interference by APA, American, and TWA-LLC (Count VII), breach of the duty of good faith and fair dealing and tortuous interference by APA and American (Count VIII), and conspiracy by APA, ALPA, American, and TWA-LLC (Count IX). In Count X, the Plaintiffs seek to enforce an arbitration award. All four Defendants have filed motions to dismiss on all claims against them, which the Court will treat as summary judgment motions.
"[S]ummary judgment is proper `if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.'" Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986) (quoting Fed. R. Civ. P. 56(c)).
In deciding a motion for summary judgment, the Court must construe the facts and inferences in a light most favorable to the non-moving party. Pollock v. American Tel. & Tel. Long Lines, 794 F.2d 860, 864 (3d Cir. 1986). The role of the court is not "to weigh the evidence and determine the truth of the matter, but to determine whether there is a genuine issue for trial." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986).
Plaintiffs allege in Count I that ALPA violated its duty of fair representation ("DFR") under the Railway Labor Act, 45 U.S.C. § 151 et seq. (the "RLA"). DFR claims under the RLA are subject to a six month statute of limitations. Miklavic v. USAir, Inc., 21 F.3d 551, 556 (3d Cir. 1994); Sisco v. Consolidated Rail Corp., 732 F.2d 1188, 1194 (3d Cir. 1984). The limitations period begins to run from the date of the execution of the challenged agreement. Local Lodge No. 1424 v. Nat'l Labor Relations Bd., 362 U.S. 411, 415-16 (1960) ("Bryan Manufacturing"); see also United Indep. Flight Officers, Inc. v. United Air Lines, Inc., 756 F.2d 1262, 1273 (7th Cir. ...