                                                            United States Court of Appeals
                                                                     Fifth Circuit
                                                                    F I L E D
                    UNITED STATES COURT OF APPEALS                    July 10, 2003

                        FOR THE FIFTH CIRCUIT                    Charles R. Fulbruge III
                                                                         Clerk


                                  02-11081




               PIONEER NATURAL RESOURCES USA, INC.,

                                  Plaintiff-Counter Defendant-Appellee,

                                   VERSUS

       PAPER, ALLIED INDUSTRIAL, CHEMICAL AND ENERGY WORKERS
                  INTERNATIONAL UNION LOCAL 4-487,

                                  Defendant-Counter Claimant-Appellant.



           Appeal from the United States District Court
           For the Northern District of Texas, Amarillo

                      ON PETITION FOR REHEARING


Before JONES, DUHÉ, and CLEMENT, Circuit Judges.

PER CURIAM:

      IT IS ORDERED that the petition for rehearing is denied.             Our

opinion dated May 7, 2003, 328 F.3d 818 is modified in part, by

replacing part III of that opinion with the following part III:

                                    III.

      The Union first disputes the district court’s limitation of

the   arbitration   awards   to    the   period   before   the    Union    was

decertified.   When the NLRB decertified the Union on September 18,

2000, the CBA automatically terminated by operation of law.                See
Sheet Metal Workers’ Int'l Ass'n. Local 206 v. West Coast Sheet

Metal Co., 954 F.2d 1506 (9th Cir. 1992) (holding that CBA became

void prospectively as of the decertification of the Union). Courts

should find an arbitrator’s award legitimate if “it draws its

essence      from    the    collective        bargaining        agreement.”           United

Steelworkers v. Enterprise Wheel & Car Corp., 363 U.S. 593, 597, 80

S.Ct. 1358, 1361, 4 L.Ed.2d 1424 (1960).                      The three arbitrators in

this   case    handed      down    their      decisions        before    the    Union    was

decertified and thus they could not have considered the effect of

the award after termination of the CBA.                       Compare id. 363 U.S. at

597-98 (discussing arbitrator’s opinion which considered the effect

of   CBA’s    expiration)        with   Int’l      Chem.      Workers     Union    v.    BASF

Wyandotte     Corp.,       774   F.2d   43,       45   (2nd    Cir.     1985)   (in     which

arbitrator had handed down decision before new CBA and did not

consider effect of award under the new agreement).

       Reinstatement put the three employees in the same position as

other employees formerly covered by the CBA.                       When the Union was

decertified, such employees lost all job protection under the CBA.

With no promise of continued employment, they could be discharged

as at-will employees. See Hospital Employees, Local 1273 v. Deaton

Hosp. & Med. Ctr., 671 F. Supp. 1049, 1051 (D. Md. 1986).                          In such

a case, the payment of back pay wages through the date the CBA

expires      has    the    practical     effect        of     “reinstating"       then   re-

terminating the employees.              Int’l Chem. Workers, 774 F.2d at 46.

The court correctly amended the judgment to enforce the awards only

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through September 17, 2000.




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