                                  ___________

                                  No. 96-1150
                                  ___________

Harold L. Fife, et al,                 *
                                       *
     Plaintiffs-Appellees,             *
                                       * Appeal from the United States
     v.                                * District Court for the
                                       * Eastern District of Missouri
Freeman Bosley, et al,                 *
                                       *
     Defendants-Appellants.            *
                                  ___________

                     Submitted:    September 9, 1996

                         Filed:   November 8, 1996
                                  ___________

Before BOWMAN, BRIGHT, and LOKEN, Circuit Judges.
                               ___________


LOKEN, Circuit Judge.


     In this action, Airfield Operations Specialists at Lambert-St. Louis
International Airport (the "Specialists") seek damages from the City of St.
Louis and City officials (collectively, the "City") for overtime violations
of the Fair Labor Standards Act (FLSA), 29 U.S.C. §§ 207(a)(1) & 216(b).
The City claims that the Specialists are exempt "executive, administrative,
or professional" employees.   See 29 U.S.C. § 213(a)(1).    The district court
granted summary judgment for the Specialists on the ground that the City
is collaterally estopped to assert these FLSA defenses by a January 1994
decision of the Missouri State Board of Mediation, which held that the
Specialists   are   non-managerial    employees   for   collective   bargaining
purposes.   The City appeals.     We reverse.


     When a state administrative agency has acted in a judicial capacity
concerning a matter properly before it, and has provided
the parties an adequate opportunity to litigate, "federal courts must give
the    agency's      factfinding        the     same    preclusive       effect   [in   subsequent
litigation]         to   which    it    would    be    entitled     in    the   State's   courts."
University of Tenn. v. Elliott, 478 U.S. 788, 799 (1986); see Alexander v.
Pathfinder, 91 F.3d 59, 62-63 (8th Cir. 1996).                            Missouri courts give
collateral estoppel effect to the final decisions of state agencies, so
long    as    the    general      criteria       for    applying    collateral      estoppel   are
satisfied.      See Bresnahan v. May Dept. Stores Co., 726 S.W.2d 327, 329-30
(Mo. banc 1987).          "Collateral estoppel forecloses a party from litigating
only those exact issues unambiguously decided in the earlier case."                         Davis
v. Stewart Title Guar. Co., 695 S.W.2d 164, 165 (Mo. App. 1985) (quotation
omitted).


       In the administrative decision in question, the Mediation Board
determined, over the City's objection, that the Specialists should be added
to a collective bargaining unit of airport employees.                       Under Missouri law,
the    Board    is       authorized      to     decide    contested       cases   regarding    the
"appropriateness of bargaining units" of public employees, subject to
judicial review that the City did not seek.                  See Mo. Rev. Stat. § 105.525.
The    City    argued      that   the    Specialists       are     supervisory     or   managerial
employees and thus ineligible to join the bargaining unit.                          In rejecting
the City's position, the Board considered non-statutory factors such as
whether the Specialists have "the authority to direct and assign the work
force, including a consideration of the amount of independent judgment and
discretion exercised in such matters."


       The ultimate issue decided by the Mediation Board -- whether the
Specialists are eligible to join a union -- is different than the ultimate
issue in this case -- whether they are exempt employees under FLSA.
However, the Mediation Board's decision included subsidiary findings that
the Specialists "do not supervise anyone," that they "have not disciplined
or fired anyone," that they exercise little if any independent judgment and
discretionary




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power, and that they are paid under an hourly pay schedule.            The district
court concluded that these findings preclude the City from establishing
that   the   Specialists   are   exempt    employees   under   the   governing    FLSA
regulations.    We disagree.


       Under the FLSA, to determine whether an employee is an exempt
"executive, administrative, or professional" employee, a court must apply
Department of Labor regulations that have been judicially construed in over
fifty years of litigation.       See, e.g., Murray v. Stuckey's, Inc., 50 F.3d
564 (8th Cir.), cert. denied, 116 S. Ct. 174 (1995), and cases cited.              The
Department's regulations and accompanying Interpretations fill more than
fifty pages in the Code of Federal Regulations.          See 29 C.F.R. Part 541.
The exemptions require consideration of factors such as whether the
employee "customarily and regularly exercises discretion and independent
judgment," performs "work directly related to management policies or
general business operations," and "is compensated . . . on a salary or fee
basis."   29 C.F.R. § 541.2 (defining the administrative exemption).             These
are terms of art, that is, they must be interpreted and applied in the
context of the statute, the regulations as a whole, and fifty years of
judicial FLSA precedent.


       It is not appropriate to use general findings from an agency decision
under a different regulatory regime to foreclose pointed inquiry into the
FLSA exemption questions here at issue.         This is not a case like Elliott,
where both state and federal law prohibited precisely the same conduct,
racial discrimination.      Though the Board made some subsidiary findings
using language similar to that in the FLSA regulations, its focus was a
different issue.    The Specialists present no evidence, such as legislative
history or agency policy pronouncement, that the intent of this Missouri
law is to base eligibility for union membership on whether the employee
qualifies for FLSA overtime pay.      Indeed, we are confident that state law
does not look to the FSLA in determining eligibility for public employee
union membership.




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        Collateral estoppel is not appropriate when the same facts were
analyzed under similar but significantly different criteria in the earlier
adjudication.    See United States v. Gurley, 43 F.3d 1188, 1198 (8th Cir.
1994) (collateral estoppel inappropriate because "a substance that is
included in [the Clean Water Act's] definition of oil is not necessarily
exempted from CERCLA's definition of petroleum"), cert. denied, 116 S. Ct.
73 (1995); Kelley v. TYK Refractories Co., 860 F.2d 1188, 1194-95 (3d Cir.
1988) (unfavorable unemployment compensation decision does not collaterally
estop federal civil rights action); Plaine v. McCabe, 797 F.2d 713, 721-22
(9th Cir. 1986) (agency decision that merger was fair does not collaterally
estop securities law damage action); cf. Michael v. Kowalski, 813 S.W.2d
6, 10 (Mo. App. 1991).


        The judgment of the district court is reversed and the case is
remanded for independent determination of the FLSA issues presented.    We
express no view as to whether the Specialists are exempt employees under
FLSA.    The district court's post-judgment award of costs and attorney's
fees is vacated.       The Specialists' motion to supplement the record on
appeal is denied.


        A true copy.


             Attest:


                  CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




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