United States District Court, S.D. New York
OPINION & ORDER
HONORABLE PAUL A. CROTTY, UNITED STATES DISTRICT JUDGE.
Grand LLC ("Chelsea") seeks an order vacating a
2016 arbitral award ("2016 Award") issued by the
Office of the Impartial Chairperson ("OIC") in
favor of the New York Hotel & Motel Trades Council,
AFL-CIO (the "Hotel Workers Union"). Chelsea also
seeks a declaratory judgment that it is not bound to any
labor agreement with the Hotel Workers Union. The Hotel
Workers Union cross petitions for confirmation of the 2016
Award and moves to dismiss Chelsea's declaratory judgment
reasons set forth below, the Court denies Chelsea's
petition to vacate the 2016 Award; grants the Hotel Workers
Union's petition to confirm the 2016 Award; and grants
the Hotel Workers Union's motion to dismiss the
declaratory judgment action.
I. Prior Litigation and Relevant Agreements
February 2003, Chelsea entered into a Hotel Management
Agreement ("HMA") with Interstate for Interstate to
act as the manager of Chelsea's hotel, the Four Points
Hotel, located on West 25th Street in Manhattan. Chelsea
Grand, LLC v. N.Y. Hotel & Motel Trades Council,
AFL-CIO, 07 Civ. 2614 (PAC), 2014 WL 4813028, at *3
(S.D.N.Y. Sept. 29, 2014) ("Chelsea /").
On January 15, 2004, Interstate entered into a Memorandum of
Agreement with the Hotel Wokers Union ("2004 MOA").
Id. at *6. In it, Interstate "agree[d] to be
bound by the Accretion and Card Count/Neutrality provisions
of the Memorandum of Understanding dated June 15, 2000
between the Union and the Hotel Association of New York City
Inc. [("2000 MOU")]." Id. The 2004
MOA took retroactive effect on July 1, 2001 and had no
expiration date. Id.
2000 MOU modified the terms of the collective bargaining
agreement-the Industry Wide Agreement
("IWA")-between the Hotel Workers Union and the
Hotel Association of New York City ("HANYC").
See Id. at *2. The Card Count/Neutrality provision
of the 2000 MOU was incorporated into the 2001 IWA as
Addendum IV, and it sets forth the procedure for the Hotel
Workers Union to try to organize the employees of a hotel to
which the Hotel Workers Union does not have representational
rights. See Id. at *2; Addendum IV, Declaration of
Paul Rosenberg ("Rosenberg Decl.") Ex. 1 (Dkt.
7-1). Addendum IV also includes an arbitration clause, which
provides that the Impartial Chairperson ("IC")
"will resolve any and all disputes of any kind
whatsoever arising out of this Agreement, or concerning the
meaning or interpretation of any and all matters discussed
herein." Addendum IV at 111.
2007, the Hotel Workers Union sought to organize
Chelsea's hotel pursuant to the Card Count/Neutrality
provision. Chelsea Grand LLC v. N.Y. Hotel & Motel
Trades Council, AFC-CIO, 629 F.App'x 152, 153 (2d
Cir. 2015) ("Chelsea 7"). Chelsea
resisted, and the Hotel Workers Union commenced an
arbitration proceeding against Chelsea before the OIC.
Id. at 153. The IC issued two awards finding Chelsea
in violation of its obligations under the 2004 MOA, reasoning
that Chelsea was bound to the 2004 MOA because it was a joint
employer and principal to Interstate. Id.
then challenged the arbitral proceedings pursuant to New York
Civil Practice Law and Rules ("N.Y. C.P.L.R.")
Article 75. Chelsea /, 2014 WL 4813028, at *1. The
action was removed to federal court, and this Court confirmed
the arbitral awards, finding Chelsea bound to
Interstate's commitments under theories of joint employer
and apparent agency.Chelsea I, 629 F.App'x at 154.
Chelsea appealed, and the Second Circuit affirmed, explaining
that the Card Check/Neutrality provision of the 2001 IWA was
applicable to Chelsea Grand through the 2004 MOA.
Id. at 155.
Chelsea I was pending, the IC conducted a card count
and certified that a majority of eligible employees had
designated the Hotel Workers Union as their collective
bargaining representative. Hotel Workers Union Answer &
Countercl. Ex. B (Dkt. 16-2). The Hotel Workers Union then
made additional arbitration demands on Chelsea under Addendum
IV, alleging unfair labor practices. Compl. (Dkt. 1) ¶
21; Hotel Workers Union Answer & Countercl. (Dkt. 16)
¶ 21. After 11 days of hearings, supplemented by
post-hearing and reply briefs, Chairperson Ira Drogin issued
an award on April 14, 2008 ("2008 Award"). Compl.
¶ 24; Hotel Workers Union Answer & Countercl.
¶¶ 24, 74; Chelsea Answer (Dkt. 23) ¶ 74.
Chairperson Drogin found in favor of the Hotel Workers Union
with respect to certain unfair labor practice allegations,
and against the Hotel Workers Union with respect to others
("2008 Award"). Compl. ¶ 24; Hotel Workers
Union Answer & Countercl. ¶ 24.
remedy the effects of Chelsea's unlawful conduct,
Chairperson Drogin directed Chelsea, among other things, to
pay applicable employees "the minimum hourly wage rates,
and fringe benefits ... contained in the Collective
Bargaining Agreement between the Union and the Wingate Hotel,
until the sooner of the execution of a Collective Bargaining
Agreement between the Hotel and the Union, or the expiration
date of the aforementioned Wingate Hotel Collective
Bargaining Agreement." 2008 Award, Rosenberg Decl. Ex. 2
(Dkt. 7-2, 7-3) at 57-58. He also directed that Chelsea would
"be bound by all of the other provisions of the [2001
IWA]" for the same duration of time. Id. at 58.
With respect to these remedies, Chairperson Drogin
"retain[ed] jurisdiction should there arise any dispute
with regard to application, entitlement, or the amount due
bargaining unit employees." Id.
2008 Award was neither vacated nor confirmed.
III. 2016 Award
December 7, 2015, the Hotel Workers Union tried to negotiate
with Chelsea for a collective bargaining agreement, and
served a Request for Information ("RFI") on
Chelsea. Hotel Workers Union Answer & Countercl. ¶
82; Chelsea Answer ¶ 82. Chelsea provided some but not
all information requested in the RFI. Compl. ¶ 36; Hotel
Workers Union Answer & Countercl. ¶ 83.
January 11, 2016, the Hotel Workers demanded arbitration
regarding (1) Chelsea's "[f]ailure and refusal to
produce documents and information requested by the Union,
" and (2) Chelsea's failure and refusal "to
honor obligations under [the 2008 Award], including but not
limited to employee wages and benefits; instituting
unilateral changes." Rosenberg Decl. Ex. 13 (Dkt. 7-14).
A hearing was held on February 24, 2016 before the OIC, and
Chairperson Drogin issued an award relating to these two
issues on May 10, 2016 ("2016 Award"). Hotel
Workers Union Answer & Countercl. ¶ 87, 91; Chelsea
Answer ¶ 87, 91.
Request for Information
2016 Award, Chairperson Drogin noted that Chelsea claimed
"employee privacy" at the February 24, 2016 hearing
as a reason for its refusal to provide the employee contact
information requested by the Hotel Workers Union in its RFI.
2016 Award, Compl. Ex. 1 (Dkt. 1-1), at 3-4. Chairperson
Drogin found Chelsea's argument to "border on
being frivolous, " and stated in the 2016 Award that he
ruled orally at the February 24, 2016 hearing "that such
information was to be provided to the Union."
Id. Chairperson Drogin also rejected in the 2016
Award Chelsea's argument that the requested information
was not relevant. Id. at 4. Because Chelsea had not
provided the requested information after the February 24,
2016 hearing, Chairperson Drogin directed Chelsea to pay the