"Contract Reading" In Labor Arbitration - Chapter 24 - AAA Handbook on Labor Arbitration & ADR, 3rd Edition
Theodore J. St. Antoine
Theodore St. Antoine is the James E. and Sarah A. Degan Professor Emeritus of Law at the University of Michigan. He was a member of the board of directors of the American Arbitration Association and served as president of the National Academy of Arbitrators. This chapter is adapted from an article prepared for the Proceedings of the 53rd Annual Meeting, National Academy of Arbitrators, published in 2001 by The Bureau of National Affairs, Inc.
I. Introduction About forty years ago, I used the phrase “contract reader” to characterize the role an arbitrator plays in construing a collective bargaining agreement. This phrase has almost invariably been misunderstood to refer to reading or interpreting the contract.
When I spoke of the “contract reader,” it was in the context of judicial review of an award. My point was this: When a court has before it an arbitrator’s award applying a collective bargaining agreement, it is as if the employer and the union had signed a stipulation stating: “What the arbitrator says this contract means is exactly what we meant it to say. That is what we intended by agreeing the award would be ‘final and binding.’” In this sense an “erroneous interpretation” of the contract by the arbitrator is a contradiction in terms.
This chapter updates this thesis, emphasizing what may be the hottest issue in judicial review: When may a court set aside an arbitral award on the ground that it violates public policy? It also addresses the “contract interpretation” aspect of the contract reader: How should an arbitrator go about “reading” or interpreting a contract?