Asset Purchase Agreement

[L1011Ret]

The asset purchase agreement between TWA and AMR section 10.2 says, "Purchaser and Sellers agree to encourage their respective unions to negotiate in good faith to resolve fair and equitable seniority integration." Who were the parties to these "good faith" negotiations? According to the agreement it is to be their "respective unions." But no good faith negotiations between APFA and IAM took place. Therefore, it is a breach of contract enforceable not under the RLA but under Federal laws involving torts. S. Cooper, then representing the IAM, has testified APFA told her that there would be no stapling. Carty repeatedly reiterated over and over his promise of "fair and equitable" seniority integration both verbally and in writing. These promises were also made before the US Senate. Carty further stated that he would furlough "equally."

The TWA F/As did give up parts of their contract (scope) that guaranteed them a settlement under Allegheny Mohawk rules. But in return they were clearly promised a "fair and equitable" solution to seniority integration. That promise was not kept. The matter is likely to end up before a jury. Whomever is in charge of APFA is rather irrelevant to these charges.

 

[FA Mikey]

"Purchaser and Sellers agree to encourage their respective unions to negotiate in good faith to resolve fair and equitable seniority integration."

ENCOURAGE.... not force or demand.

 

[Hunter]

ENCOURAGE.... not force or demand.

Mikey -

I doubt a jury will consider the actions of AA as either encouraging, forcing or demanding in light of the fact that they were in "secret" negotiations with APFA concerning seniority integration while simultaneously claiming to be encouraging and facilitating a "fair and equitable" integration.

Seems to me, AA and the APFA have " 'lot uh splainin' " to do. I am not usually a conspiracy theorist, but collusion is another matter. By the way, the fraud claim is but one of the claims in the suit.

 

[MiAAmi]

I think the court will also be looking at the fact that TWA flight attendants were given DOH for pay and benefits. Something that everyone seems to be forgetting. The TW'ers can cry all they want but I doubt that the fact that they were given raises after their company declared BK will be over looked by the courts. Before anyone starts in on how it wasn't much let me just say a raise is a raise no matter how small or large.

 

[L1011Ret]

I agree with you Mikey, but then it also says "to resolve fair and equitable seniority integration." But then what does "resolve fair and equitable seniority integration mean? How would a jury interpret that language? The "mistake" in Ward's failing to meet with IAM was used by one of the candidates for election to APFA president as reason to purport why he, the candidate felt that Ward would be the cause of the TWAers overturning the SIA. Would "encourage" encompass bargaing in secret behind IAM's back? Would "encourage" mean signing off on an SIA that is not "fair and equitable" and never once meeting with those effected employees? When IAM found out, they requested to join but were denied. Hardly good faith or encouragement. AA is in breach of contract. Making this more complicated, APFA was bargaining with AA for the TWA F/As whom they did not yet represent. IAM represented the TWA F/As. And to make it more complicated, the TWA F/As were not AA employees at the time these events occurred. AA has testified that the TWA F/As were employees of TWA LLC and not AA at the time. So how does APFA draw up an SIA effecting employees it does not represent who are represented by another union and bargain with AA when AA by its own admission was not the employer of the TWA F/As? APFA cannot bargain for TWA LLC employees. Neither does APFA have have any right to represent the F/As at Eagle, an AA subsidary like TWA LLC.

Some of this will be resolved in deposition when the language and intent of this written agreement are clarified and when other documents produced by the parties are cited in legal briefs. More clarity will arrive soon when oral presentations are made and we all can read them. For now we can be content that the issues are court matters and where ever we position ourselves in this disagreement, it is unlikely that our opinions will influence the courts one way or another.

 

[MiAAmi]

L1011,

This is nothing but rehashing of old info. Why don't you post more interesting items like the court dates or something. The debate on this is older than the dead horse. I think everyones opinion on both sides of this are set already. The only thing everyone is interested in is for it to be over already.

 

[L1011Ret]

I hate to say it MiAAmi but I do not remember anything in the briefs about pay raises. That does not preclude there being something there. Frankly, there has been minimal mention of pay raises in any of the stuff I've read including a day when APFA and AA testified at the injunction hearings. As to this being old stuff, the briefs this stuff was taken from are only about 30 days old and some of it only today from TJ Norris. I just hope TJ doesn't get too sick. It is disheartening to imagine that if someone disagrees with your post they get sick. That is not good for a lawyer!!! I will post when ever I hear the oral hearing are scheduled. I believe they will be in NYC.

Yes it would be nice if it was over. Unfortunately even when it is over, it won't be over for many.

 

[FrugalFlyerv2.0]

The asset purchase agreement between TWA and AMR section 10.2 says, "Purchaser and Sellers agree to encourage their respective unions to negotiate in good faith to resolve fair and equitable seniority integration." Who were the parties to these "good faith" negotiations? According to the agreement it is to be their "respective unions." But no good faith negotiations ... ... ...

must ... beat ... dead ... horse

must ... grind ... ax

must ... kick ... horse ... one ... more ... time

ax ... not ... sharp ... enough .... must grind more...

 

[firstamendment]

I think the court will also be looking at the fact that TWA flight attendants were given DOH for pay and benefits. Something that everyone seems to be forgetting. The TW'ers can cry all they want but I doubt that the fact that they were given raises after their company declared BK will be over looked by the courts. Before anyone starts in on how it wasn't much let me just say a raise is a raise no matter how small or large.

All that's fine and good, but none of those "raises" mean a thing if you haven't got a job. :down: :down:

 

[MiAAmi]

All that's fine and good, but none of those "raises" mean a thing if you haven't got a job. :down: :down:

Those raises are part of the DOH APFA negotiated for the TW'ers. The fact that they are now on furlough has nothing to do with it. No one knew that 9/11 was about to happen and AA was going to come close to declaring BK. This all was done prior to anyone getting furloughed. AA was still hiring at the time.

 

[FWAAA]

The asset purchase agreement between TWA and AMR section 10.2 says, "Purchaser and Sellers agree to encourage their respective unions to negotiate in good faith to resolve fair and equitable seniority integration." Who were the parties to these "good faith" negotiations? According to the agreement it is to be their "respective unions." But no good faith negotiations between APFA and IAM took place. Therefore, it is a breach of contract enforceable not under the RLA but under Federal laws involving torts. S. Cooper, then representing the IAM, has testified APFA told her that there would be no stapling. Carty repeatedly reiterated over and over his promise of "fair and equitable" seniority integration both verbally and in writing. These promises were also made before the US Senate. Carty further stated that he would furlough "equally."

How does one breach a contract requiring that they encourage their respective unions to negotiate?? Did AMR discourage the unions from negotiating?

And since when did breach of contract become an issue of "Federal laws involving torts"??

Is it a breach of contract or is it a tort? Which is it? B)

 

[TWAnr]

Those raises are part of the DOH APFA negotiated for the TW'ers.

Another rewriting of history, if I ever saw one.

The company agreed to give the TWAers modified DOH pay and company seniorities well before it engaged in secret negotiations with the APFA, contrary to its promise to use its best efforts to help the unions arrive at fair and equitable seniority integration agreements.

The APFA had nothing to do with the company's decision to give the TWAers pay and company seniorities at AA. It merely agreed to go along with the company's choice to do so after the fact and then had the audacity to claim credit for it. Now that is Chutzpah!

 

[Boomer]

FWAA,

Your question must be divided into two parts:

1) the respective Unions:
a)TWA represented by the IAM: waived merger and successor clause with TWA prior to bankruptcy hearing subject to and 1113 filing by TWA.
b)The IAM represented the F/As through the decision by the APFA to staple the TWA F/As.
c)Per the Court decision in Reno v. APFA, the "prospective" members of the APFA were not entitled to representation until after they had become members of the APFA. The APFAs' duty of fair representation lay with the Members they represented at the time the negotiations occured.

2)the respective Companys':
a)TWA had achieved a waiver on the Merger & Successorship clause as a precondition for aquisition, through the Bankruptcy Court, by AMR.
b)AMR had recieved, from TWA, a waiver from the merger and aquisition clauses of the IAM F/A Contracts.
c)AMR offered, to the respective Unions, the opportunity to bind the matter over to Arbitration.

 

[Wretched Wrench]

I wonder how many AAdvantage miles it takes to influence a judge.

I wonder if this has happened before.

 

[MiAAmi]

Another rewriting of history, if I ever saw one.

The company agreed to give the TWAers modified DOH pay and company seniorities well before it engaged in secret negotiations with the APFA, contrary to its promise to use its best efforts to help the unions arrive at fair and equitable seniority integration agreements.

The APFA had nothing to do with the company's decision to give the TWAers pay and company seniorities at AA. It merely agreed to go along with the company's choice to do so after the fact and then had the audacity to claim credit for it. Now that is Chutzpah!

That is wrong. DOH for pay and benefits was what APFA came up with for the TWA'ers . Its the same formula that was used during the Reno buyout. You have to be kidding that AA would just come out and offer DOH for pay and benefits. AA would save money if the TWA'ers never came back, don't you think that they would rather pay a junior f/a to return rather than someone who has top f/a pay? Believe me AA is not generous.