HELEN A. LINGLEY, Appellant,
ALASKA AIRLINES, INC. and DAN KANE, Appellees.
Appeal from the Superior Court No. 1PE-12-00047 CI of the State of Alaska, First Judicial District, Petersburg, William B. Carey, Judge.
Frederick W. Triem, Petersburg, for Appellant.
Gregory S. Fisher and Elizabeth P. Hodes, Davis Wright Tremaine LLP, Anchorage, for Appellees.
Before: Stowers, Chief Justice, Fabe, Winfree, Maassen, and Bolger, Justices.
A former airline employee sued her former employer for wrongful termination without first attempting to arbitrate her claims under the provisions of a collective bargaining agreement subject to the federal Railway Labor Act. The superior court denied the employee leave to amend her complaint, concluding that her claims and proposed claims were precluded by failure to exhaust contractual remedies and were preempted by the Railway Labor Act. But the collective bargaining agreement does not clearly and unmistakably waive the employee's right to litigate her claims, a prerequisite to finding her claims precluded. And a number of her proposed claims may have an independent state law basis that does not depend on an interpretation of the collective bargaining agreement; such claims would not be preempted by the Railway Labor Act. Accordingly we reverse the superior court order denying leave to amend.
II. FACTS AND PROCEEDINGS
In February 2012 Alaska Airlines terminated Helen Lingley, a longtime employee, for violating company rules and polices after she allegedly took earbuds from a left-on-boardbox,  made contradictory statements during the ensuing investigation, and made discourteous comments about her coworkers. The terms and conditions of Lingley's employment were governed by a collective bargaining agreement negotiated by Lingley's union, the International Association of Machinists and Aerospace Workers, pursuant to the federal Railway Labor Act (RLA). This agreement broadly incorporated Alaska Airlines' rules and policies and gave the company the right to change those rules and policies at any time. Employees were required to be familiar with any changes.
The agreement set forth a three-step process for grieving decisions that resulted in the loss of pay, namely discharge and suspension. The first two steps consisted of an "initial hearing" and a "secondary hearing, " each presided over by a representative of Alaska Airlines; an employee could be represented by "the Local Shop Steward and/or the Union General Chair or his/her designee." The third step was an appeal before the System Board of Adjustment, a three-member arbitration panel consisting of "a Company member, a Union member[, ] and a neutral referee." During this final step, employees could be represented by "such person or persons as they may choose and designate, in conformance with the constitution of the Union."
After receiving the discharge notice, Lingley initiated the grievance process through her union. Over the next few months Alaska Airlines held two hearings in which a union representative represented Lingley's interests. Before each hearing, Alaska Airlines offered Lingley a last-chance agreement which would have allowed Lingley to remain employed if she admitted just cause existed for her discharge. Lingley declined both offers.
Following the initial and secondary hearings, the presiding company officer issued written decisions denying Lingley's grievance. The union then appealed the grievance to the System Board of Adjustment for arbitration. But about three months later, the union informed Lingley that "no appeal will be made and the case is now closed in [its] files." That same day the union sent a letter to the System Board of Adjustment asking it to remove the matter from its docket. Nothing in the record suggests that Lingley attempted to pursue arbitration on her own.
About four months later, in December 2012, Lingley filed a complaint in the superior court alleging wrongful termination and breach of the implied covenant of good faith and fair dealing. The complaint named Alaska Airlines and Dan Kane, the manager who signed her discharge notice, as defendants (collectively, "Alaska Airlines"). That complaint apparently was not served. In April 2013, Lingley filed an amended complaint again broadly alleging wrongful termination and breach of the implied covenant of good faith and fair dealing.
In response, Alaska Airlines moved to dismiss under Alaska Civil Rule 12(b)(1) for lack of subject matter jurisdiction. It argued that (1) the RLA preempted Lingley's claims and (2) the complaint was precluded by her failure to exhaust the remedies available under the collective bargaining agreement. To support the motion, Alaska Airlines attached several exhibits including the collective bargaining agreement, various company rules and policies, Lingley's grievance submission form, and correspondence between the union and Alaska Airlines about the grievance.
Lingley then moved for a stay pending discovery, arguing that she needed information within Alaska Airlines' exclusive control. As examples she cited the exhibits attached to the motion to dismiss, internal memos and emails, her personnel file, and information that would be obtained via Alaska Civil Rule 26(a) disclosures. Alaska Airlines opposed, asserting that the jurisdictional facts that served as the basis for its motion to dismiss were established and undisputed.
Lingley then requested leave to file a second amended complaint. The proposed amended complaint alleged five new claims: age discrimination, economic discrimination, retaliation, whistleblowing, and retribution. Alaska Airlines opposed, arguing that the claims were futile based on the same preemption and preclusion grounds that applied to the first amended complaint. The superior court agreed and accordingly denied leave to amend. The court also determined that, as Alaska Airlines had contended, Lingley's economic discrimination claim was legally deficient and thus futile because economic status is not a protected class.
The superior court also denied Lingley's motion for a discovery continuance and dismissed Lingley's first amended complaint under Civil Rule 12(b)(1), concluding that the claims were preempted by the RLA. With respect to Lingley's discovery motion, the court determined that the jurisdictional facts were established and undisputed; as such the court could consider the facts alleged in Alaska Airlines' motion, the affidavits, and the attached documentary evidence. The court further noted that Lingley had access to all relevant facts and thus delaying the proceedings likely would be of little benefit to Lingley and would risk prejudice to Alaska Airlines.
Based on these decisions, Alaska Airlines moved for final judgment. Lingley opposed, contending that the case was ongoing. She argued that the court had yet to address several of her state law claims including those for defamation, intentional infliction of emotional distress, prima facie tort, and spoliation of evidence. In response the superior court issued an order clarifying that it had already disposed of all claims and accordingly the litigation had concluded. It explained that the unresolved claims Lingley cited had not been explicitly pled nor could they be inferred from her complaints.
Alaska Airlines then filed a second motion to enter final judgment. Lingley opposed, again citing the unresolved state law claims; three days later she moved for the court to reconsider its clarifying order. The superior court denied Lingley's motion for reconsideration and entered final judgment for Alaska Airlines. Lingley appeals.
III. STANDARD OF REVIEW
The superior court denied Lingley leave to amend her complaint. We generally "review the denial of a motion to amend a pleading for abuse of discretion." A superior court abuses its discretion "when the decision on review is manifestly unreasonable." "It is within a trial court's discretion, " however, "to deny such a motion where amendment would be futile because it advances a claim or defense that is legally insufficient on its face." We use our independent judgment to determine whether such an amendment would be legally insufficient. We may affirm the superior court on independent grounds, but only when those grounds are established by the record.
The superior court also dismissed Lingley's action for lack of subject matter jurisdiction under Civil Rule 12(b)(1). "We review de novo a superior court's decision to dismiss a complaint for lack of subject matter jurisdiction." In reviewing de novo we exercise our independent judgment, adopting ...