Prevent Whipsaw: One Pilot Group(XJT/ASA/SKW)
08-25-2010 | 03:26 PM
#62
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From: Engines Turn or People Swim
I believe you are correct on this. Since their scope language contains a major omission leaving a legal loophole for the holding company scenario it only makes sense that they would focus their energies on something other than a legal battle which they are highly likely if not certain to lose (my opinion only).
08-25-2010 | 04:45 PM
#63
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From: B757/767
Ummmm....the whole reason they want one list is to protect their scope & prevent whipsaw. That's been the goal all along. I fail to see how that's caving. Has that strategy changing? I thought they still wanted one list.
08-25-2010 | 05:05 PM
#64
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I believe you are correct on this. Since their scope language contains a major omission leaving a legal loophole for the holding company scenario it only makes sense that they would focus their energies on something other than a legal battle which they are highly likely if not certain to lose (my opinion only).
Main Entry: en·ti·ty
Pronunciation: \ˈen-tə-tē, ˈe-nə-\
Function: noun
Inflected Form(s): plural en·ti·ties
Etymology: Medieval Latin entitas, from Latin ent-, ens existing thing, from coined present participle of esse to be — more at is
Date: 1596
1 a : being, existence; especially : independent, separate, or self-contained existence b : the existence of a thing as contrasted with its attributes
2 : something that has separate and distinct existence and objective or conceptual reality
3 : an organization (as a business or governmental unit) that has an identity separate from those of its members
Our scope language contains this word as it's main leverage. Can you argue that ASA an ASA alone bought XJT? I'm not saying it's a slam dunk we can win in court, but it has a good chance.
08-25-2010 | 05:13 PM
#65
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From: Reserve on tha Beach
The simple fact that Jerry met with XJT ALPA purdy much says he's the one making the deal. Not the Acey management... so I see this as a slam dunk for XJT if it goes to court.
One list..
One list..
08-25-2010 | 05:58 PM
#66
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From: EMB 145 CPT
If that's the extent of your contract language, I'm pretty sure that it will be found to be binding on ASA only, not INC. You and i both know what the INTENT of that language is, but unless it is spelled out in crystal-clear, unambiguous black-and-white language it will be binding only on who is specified in writing, which is the acquiring "entity", which is ASA in legal terms.
Your language does not say that the provisions will be binding on other companies which happen to own the successor. In contract law this sort of thing is interpreted literally, at face value...that's why you should hire professional contract lawyers to do this kind of thing.
Here's what I think your contract SHOULD have said....
"This Agreement shall be binding upon any successor or assign of the Company unless and until changed in accordance with the provisions of the Railway Labor Act, as amended. For purposes of this paragraph, a successor or assign shall be defined as an entity which acquires all or substantially all of the assets or equity of the Company through a single transaction or multi-step related transactions which close within a 12 month period, TO INCLUDE ANY CORPORATION, PERSON, OR ENTITY WHO EXERCISES DIRECT OR INDIRECT CONTROL OR MAJORITY OWNERSHIP OVER THE ACQUIRING ENTITY."
Or words to that effect. That would work for one degree of separation, but you might need some sort of iterative language to protect against multiple layers of ownership (INC creates "SGU Holdings", transfers ASA to SGU, then buys XJT).
But like I said, you have to read your language verbatim and then STOP. There's nothing in there that remotely designates a once-removed holding company as a successor.
I suppose there is a remote chance that you could claim bad-faith on the part of INC, but I also think that would be doomed to failure because they are using ASA to acquire XJT....
If INC had created a NEW holding company solely for the purpose of acquiring XJT you could reasonably claim that was done for sole purpose of evading your scope language. But since they are using an established, operating airline to do it the waters are pretty muddy...there are wide variety of legit business reasons to roll XJT into ASA, and INC can claim that scope was not the reason or sole reason for doing that.
BTW, unlike slappy I'm all for one list (with fences).
Your language does not say that the provisions will be binding on other companies which happen to own the successor. In contract law this sort of thing is interpreted literally, at face value...that's why you should hire professional contract lawyers to do this kind of thing.
Here's what I think your contract SHOULD have said....
"This Agreement shall be binding upon any successor or assign of the Company unless and until changed in accordance with the provisions of the Railway Labor Act, as amended. For purposes of this paragraph, a successor or assign shall be defined as an entity which acquires all or substantially all of the assets or equity of the Company through a single transaction or multi-step related transactions which close within a 12 month period, TO INCLUDE ANY CORPORATION, PERSON, OR ENTITY WHO EXERCISES DIRECT OR INDIRECT CONTROL OR MAJORITY OWNERSHIP OVER THE ACQUIRING ENTITY."
Or words to that effect. That would work for one degree of separation, but you might need some sort of iterative language to protect against multiple layers of ownership (INC creates "SGU Holdings", transfers ASA to SGU, then buys XJT).
But like I said, you have to read your language verbatim and then STOP. There's nothing in there that remotely designates a once-removed holding company as a successor.
I suppose there is a remote chance that you could claim bad-faith on the part of INC, but I also think that would be doomed to failure because they are using ASA to acquire XJT....
If INC had created a NEW holding company solely for the purpose of acquiring XJT you could reasonably claim that was done for sole purpose of evading your scope language. But since they are using an established, operating airline to do it the waters are pretty muddy...there are wide variety of legit business reasons to roll XJT into ASA, and INC can claim that scope was not the reason or sole reason for doing that.
BTW, unlike slappy I'm all for one list (with fences).
08-25-2010 | 07:11 PM
#67
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From: Finally a Capt.
I just got on here after a few weeks away, now I know why: I had no idea this debate was going on. I thought it was pretty clear that this was an ASA/XJT only deal. It doesn't matter what the SkyWest pilots (or the XJT pilots for that matter) want or don't want, we don't run the company. I can tell you that of the pilots I've talked to the last couple of weeks about this, ALL of them are glad we're not involved. I also know that if XJT doesn't "agree" to the terms of the deal, the deal is off. You guys need to spend your time on things you can control. This is not one of them.
08-25-2010 | 07:29 PM
#68
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From: CL-65 FO
Holy effing Christ.... you are regional airline pilots.... if you have "scope" you have mouthwash in your shaving bag. Give it up. Regional pilots don't have a scope clause. Keep one group flying smaller planes than another?
Come on.
Sorry this may be the booze talking, but you don't have "scope."
Come on.
Sorry this may be the booze talking, but you don't have "scope."
08-25-2010 | 07:50 PM
#69
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Whatever keep telling yourself that. Everyone is moving on from the the "ONE LIST!!!!" nonsense.
08-25-2010 | 07:54 PM
#70
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There is a ZERO percent chance of one list happening. One way or another XJETs aircraft and flying will be part of Inc. It would be much better for XJT pilots to cooperate and merge with ASA to include an industry leading contract with whipsaw protections, than the deal be called off and SKW waiting for the inevitable to happen and then picking up the pieces. It is in XJT's 'best interests' to waive the successorship clause.
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