its effectiveness for the foreseeable future. The Government's proposed rules are drawn from the terms of the Consent Decree and the IBT Constitution as amended at the IBT Convention.
The IBT proffers three sets of arguments in opposition to the Government's application. The first set concerns the language and the purpose of the Consent Decree. The IBT agues that: (1) the Government's application is not proper because the Consent Decree authorizes the IRB, not the Government, to promulgate rules for IRB operation; (2) the adoption of any rule for IRB operation, regardless of its content, is an impermissible alteration of the parties' agreement; and (3) the adoption of any rule for IRB operation, regardless of its content, is inconsistent with the purpose and structure of the Consent Decree. The second set of arguments is not based on the express provisions of the Consent Decree, but rather on a farrago of legal principles and policy considerations. The IBT argues that: (1) the Government waived its right to promulgate its proposed rules when, in the process of incorporating the Consent Decree into the IBT Constitution, it failed to raise the issues in this application; (2) the adoption of rules for IRB operation violates a federal labor policy favoring government non-intervention in union affairs; (3) the democratic election of a new IBT administration dedicated to eradicating corruption obviates the need for the Government's proposed rules; and (4) the proposed rules impose excessive monetary costs on the IBT. The third set of arguments attacks the individual rules based on their content.
From the day the parties entered the Consent Decree, March 14, 1989,until today, the IBT has waged a zealous legal attack on the reforms contained in that agreement. After agreeing that it was "imperative" to eradicate corruption from the IBT and restore democratic practices to the Union, the prior IBT administration spent $ 10.5 million on a campaign to eviscerate the mechanisms contained in the Consent Decree to achieve these goals. The prior IBT administration repeatedly challenged the scope of the Court-Appointed Officers' authority, and in these challenges, sought to limit their power, stymie their efforts, and delay the implementation of any reform. It argued primarily that principles of contract interpretation and union autonomy required a restrictive interpretation of the Consent Decree. Interpreting the language of the Consent Decree in light of its express purposes, and recognizing that the Consent Decree is an agent and not an opponent of union autonomy, this Court and the Court of Appeals consistently rebuffed the IBT's attempts to enervate the provisions of the Consent Decree. The Court-Appointed Officers' authority is drawing to a close; their efforts led to the democratic election of the current IBT administration, which has begun to shape the future of this Union. While the new administration publicly has disassociated itself from its predecessors' attempts to thwart reform, it has adopted its litigation strategy with respect to both the Court-Appointed Officers and the IRB.
A. Consent Decree Law
Consent Decrees are hybrid instruments, containing traits of both contracts and judicial decrees. United States v. ITT Continental Baking Co., 420 U.S. 223, 236, 43 L. Ed. 2d 148, 95 S. Ct. 926 n.10 (1975). Nevertheless, because consent decrees "have many attributes of ordinary contracts, they should be construed basically as contracts." Id. at 236-37. Applying principles of contract interpretation to consent decrees implies that a consent decree's "meaning is ordinarily to be discerned within the 'four corners' of the decree." Canterbury Belts Ltd. v. Lane Walker Rudkin, Ltd., 869 F.2d 34, 38 (2d Cir. 1989). A court must not "expand or contract the agreement of the parties as set forth in the consent decree." Berger v. Heckler, 771 F.2d 1556, 1568 (2d Cir. 1985). It follows, then, that "the scope of a consent decree must be discerned within its four corners, and not by reference to what might satisfy the purposes of one of the parties to it." United States v. Armour & Co., 402 U.S. 673, 681-82, 29 L. Ed. 2d 256, 91 S. Ct. 1752 (1971). In other words, when resolving disputed language in a consent decree, the decree "should be interpreted in a way that gives effect to what the parties have agreed to, as reflected in the judgment itself." SEC v. Levine, 881 F.2d 1165, 1179 (2d Cir. 1989).
As with any other contract, "reliance upon certain aids to construction is proper." ITT Continental Baking, 420 U.S. at 238. Such aids include the circumstances surrounding the formation of the consent order, any technical meaning the parties accorded to certain words, and any other documents expressly incorporated in the decree. Id. In ITT Continental Baking, the Court expressly confirmed that "where parties in one agreement include both a consent order and an explanation of the order, and also provide that the complaint is to be used to construe the order, it seems logical to conclude that, at least as to interpretations not precluded by the words of the order itself, the collateral documents can and should be used to give meaning to the words of the order." Id. at 239 n.12 (emphasis added).
In this action, the Consent Decree contains its own explanation. The IBT recognized that "there have been allegations, sworn testimony and judicial findings of past problems with La Cosa Nosa corruption of various elements of the IBT." Consent Decree, at p. 2 (fourth Whereas Clause). As a result, the parties expressly agreed that "there should be no criminal element or La Cosa Nostra corruption of any part of the IBT." Id. (fifth Whereas clause). In addition, the parties agreed that "it is imperative that the IBT, as the largest trade union in the free world, be maintained democratically, with integrity and for the sole benefit of its members without unlawful outside influence." Id. (sixth Whereas clause).
B. Prior Interpretations of the Consent Decree
During the life of this Consent Decree, the Government and the IBT repeatedly have offered conflicting interpretations of the agreement that required resolution by this Court. In resolving these disputes, this Court has always looked to the four corners of the document with the view that "the spirit . . . of this Consent Decree commands that its specific language be given the most reasonable interpretation possible." October 18, 1989 Opinion & Order, 723 F. Supp. 203, 210 (S.D.N.Y. 1989), aff'd, 931 F.2d 177 (2d Cir. 1991); see, e.g., SEC v. Levine, 881 F.2d 1165, 1179 (2d Cir. 1989); Canterbury Belts Ltd. v. Lane Walker Rudkin, Ltd., 869 F.2d 34, 38 (2d Cir. 1989).
The principles animating any reasonable interpretation of the Consent Decree are found in the document: by entering this compact, the parties committed to rid the IBT of La Cosa Nostra influence and corruption, and to maintain the IBT "democratically, with integrity and for the sole benefit of its members." Consent Decree, at p.2 (fifth & sixth Whereas clauses); c.f. ITT Continental Baking Co., 420 U.S. at 239 n. 12.
In recognition of the vital purposes underlying the Consent Decree, this Court and the Second Circuit consistently have rejected restrictive and narrow interpretations of the Consent Decree that would thwart implementation of the parties' agreement. See, e.g., May 6, 1991 Opinion & Order, 764 F. Supp. 787, 794-95 (S.D.N.Y.) (rejecting IBT's argument that it could "vote out" the Consent Decree as contrary to its language and purpose), aff'd, 940 F.2d 648 (2d Cir.), cert. denied, 112 S. Ct. 76 (1991); March 13, 1990 Opinion & Order, 743 F. Supp. 155 (S.D.N.Y.) (rejecting "unfettered power" of IBT officers to interpret IBT Constitution, which could "allow them to frustrate the implementation of the Consent Decree"), aff'd, 905 F.2d 610 (2d Cir. 1990); February 27, 1990 Memorandum & Order, 735 F. Supp. 502, 504 (S.D.N.Y.) (despite absence of express provision, "spirit and intent of the Consent Decree . . . strongly favors informing the rank-and-file of which IBT members are facing charges"), aff'd, 907 F.2d 277 (2d Cir. 1990); November 2, 1989 Memorandum & Order, 725 F. Supp. 162, 166 (S.D.N.Y. 1989) (interpreting scope of Investigations Officer's power in light of language and purpose of Consent Decree, and intent of parties, and concluding that Investigations Officer could pursue charges against convicted felons); October 18, 1989 Opinion & Order, 723 F. Supp. 203, 206 (S.D.N.Y. 1989) (rejecting IBT restrictive interpretation of Election Officer's authority to "supervise" IBT electoral process, and instead, giving term "supervise" its most expansive and active meaning), aff'd, 931 F.2d 177 (2d Cir. 1991).
For example, the Second Circuit affirmed a decision by this Court that allowed the Election Officer to promulgate Election Rules. See United States v. IBT, 931 F.2d 177 (2d Cir. 1991). In so doing, the Second Circuit rejected the IBT's restrictive reading of the provisions of the Consent Decree. Among the many Election Rules to which the IBT objected was one that allowed the Election Officer to publish information in the International Teamster magazine. The IBT averred that such a rule "rewrote" the Consent Decree because while the Consent Decree expressly gave this authority to the Independent Administrator, it did not expressly grant this authority to the Election Officer. In rejecting the IBT's position, the Second Circuit stated that:
The fact that the parties specifically foresaw that the [Independent] Administrator would need to publish reports in the magazine does not foreclose the Election Officer and district court from determining in the course of events that use of the magazine is also necessary to ensure an effective rank-and-file election.