                                                                        F I L E D
                                                                 United States Court of Appeals
                                                                         Tenth Circuit
                     UNITED STATES COURT OF APPEALS
                                                                         FEB 6 2002
                                   TENTH CIRCUIT
                                                                    PATRICK FISHER
                                                                             Clerk

 JOHN KASEL; Y. G. ARIAS,

          Plaintiffs-Appellants,
 v.

 BROTHERHOOD OF LOCOMOTIVE
 ENGINEERS, an unincorporated labor
 organization; LOCAL UNION NO.
 103 BROTHERHOOD OF
 LOCOMOTIVE ENGINEERS, an
 unincorporated labor organization;
                                                       No. 01-1088
 LOCAL UNION NO. 451
                                                   (D.C. No. 99-M-859)
 BROTHERHOOD OF LOCOMOTIVE
                                                        (D. Colo.)
 ENGINEERS, an unincorporated labor
 organization; DIVISION 29
 BROTHERHOOD OF LOCOMOTIVE
 ENGINEERS, an unincorporated labor
 organization; UNION PACIFIC
 RAILROAD COMPANY, a Delaware
 corporation; and JOHN DOES 1-10,
 individuals,

          Defendants-Appellees.




                             ORDER AND JUDGMENT *




      *
        This order and judgment is not binding precedent, except under the
doctrines of law of the case, res judicata, and collateral estoppel. This court
generally disfavors the citation of orders and judgments; nevertheless, an order
and judgment may be cited under the terms and conditions of 10th Cir. R. 36.3.
Before EBEL, GIBSON **, and PORFILIO, Circuit Judges.


      Plaintiffs-Appellants John Kasel and Y.G. Arias are engineers with Union

Pacific Railroad Company (“UP”) and members of the Brotherhood of

Locomotive Engineers (“BLE”) who were displaced as a result of the UP-

Southern Pacific merger. They have brought claims for breach of contract and

promissory estoppel against UP and claims for breach of the duty of fair

representation against BLE. Appellants claim that UP violated a commitment

made to the BLE negotiators that Appellants would keep the new Long Pool turns

to which they were assigned after the merger unless there was a significant

decrease in business. Appellants also contend that UP violated commitments that

their vacation rights would be recognized based on their pre-merger seniority, and

that they would be entitled to bump to Fireman positions in the event that they

were displaced from their Long Pool positions.

      The district court ruled that it lacked jurisdiction over Appellants’ claims

against UP because the claims were subject to mandatory arbitration pursuant to

the New York Dock conditions agreed to by UP when it sought the Surface

Transportation Board’s approval of the merger. See New York Dock Ry.-Control-

Brooklyn Eastern Dist., 360 I.C.C. 60, 84-90 (1979). The district court also ruled


      **
        Honorable John R. Gibson, Circuit Judge, United States Court of
Appeals for the Eighth Circuit, sitting by designation.

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that Appellants’ claims against BLE were time-barred, and that the record did not

support a finding that BLE breached its duty of fair representation. Accordingly,

the district court granted summary judgment to UP and BLE and dismissed

Appellants’ suit.

      Appellants challenge each of the district court’s rulings. After reviewing

the briefs and record in this case, we agree with the district court’s conclusions.

For substantially the reasons set forth in the district court’s opinion, we AFFIRM.



                                        ENTERED FOR THE COURT



                                        David M. Ebel
                                        Circuit Judge




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