          NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                     File Name: 07a0375n.06
                        Filed: June 5, 2007

                                   No. 06-1023

                  UNITED STATES COURT OF APPEALS
                       FOR THE SIXTH CIRCUIT


DOBSON INDUSTRIAL, INC.,        )
                                )              ON APPEAL FROM THE
           Plaintiff-Appellant, )              UNITED STATES DISTRICT
                                )              COURT FOR THE EASTERN
                                )              DISTRICT OF MICHIGAN
v.                              )
                                )
IRON WORKERS LOCAL UNION        )              OPINION
No. 25, INTERNATIONAL           )
ASSOCIATION OF BRIDGE,          )
STRUCTURAL, ORNAMENTAL AND )
REINFORCING IRON WORKERS,       )
AFL-CIO,                        )
                                )
           Defendant-Appellee.  )


BEFORE: BOGGS, Chief Judge; DAUGHTREY, Circuit Judge; and MILLS,
District Judge.*

      RICHARD MILLS, District Judge.

      Plaintiff-Appellant Dobson Industrial, Inc. filed a complaint in an attempt to

enjoin a grievance filed by Defendant-Appellee Iron Workers Local Union No. 25.


      *
       The Honorable Richard Mills, United States District Judge for the Central
District of Illinois, sitting by designation.
In granting the Defendant’s motion for summary judgment, the district court held that

the grievance was substantively arbitrable and that the Joint Grievance Board’s

decision was not preempted by the National Labor Relations Act. Finding no error,

we affirm.

                                I. BACKGROUND

      Plaintiff-Appellant Dobson Industrial, Inc. and Defendant-Appellee Iron

Workers Local Union No. 25 (“Local 25” or “the Union”) are parties to a Structural

Agreement which governs the erection and installation of structural steel. The

Agreement is between the Union and “the Associated General Contractors of

America, Greater Detroit Chapter, Inc., the Great Lakes Fabricators and Erectors

Association, and the Michigan Conveyor Manufacturers Association, Inc.,

(Association), representing its members (Employer or Employers).” Dobson was a

member of the Great Lakes Fabricators and Erectors Association. At the time of the

grievances, Dobson had three owners: the trust of James Dobson, and individuals

Norman Vlk and Dale Bash.1 Dobson’s business consists of steel fabrication, steel

erection services, rigging services, door services and storage services. In the course

of its business, Dobson regularly employs about twelve members of Local 25 on an


      1
       Dobson states that following the death of Norman Vlk on October 8, 2005,
his shares passed to his son, Christopher Vlk.

                                         -2-
hourly basis.

      A collective bargaining agreement (“CBA”) exists between Dobson and the

Union, which provides for a joint grievance board (“JGB”) “to hear and decide all

grievances regarding the interpretation of this Agreement or conditions of

employment existing between the Association (including any Employer members of

the Association) or any other employer signatory to this Agreement and the Union.”

The CBA was amended, effective June 1, 2004, to include Article 30(E), which

provides, “A signatory Employer may not avoid application of this Agreement by

double breasting or similar device.”

      In October 2004, Dobson submitted a bid to the National Gypsum Company

for a project that required the removal and installation of a dust collector system.

Later that month, Local 25 learned that another company, IMM, Inc., was installing

the dust collection system at the National Gypsum Project. According to the Union,

this job involved work which was covered by the Structural Agreement. The IMM

employees on the National Gypsum Project were not members of Local 25.

      On November 4, 2004, Local 25 filed two identical grievances alleging that

“Dobson . . . is operating a non-union alter ego named IMM, Inc. and using IMM to

perform bargaining unit work at the National City Gypsum facility in violation of

virtually every provision of the collective bargaining agreement.” The Union

                                        -3-
requested the following relief: “[a]ll lost wages and benefits because of the contract

violation at the National City Gypsum facility, cease operation of the non-union alter

ego, IMM; repayment of targeting money received by Dobson . . . and suspension of

all target monies pendings [sic].” The Union notes that the grievance did not seek

an accretion of IMM employees into the Local 25-represented bargaining unit at

Dobson, that IMM be bound to the Structural Agreement or that IMM be held liable

for Dobson’s contract violation.      At the time the grievances were filed, the

shareholders of IMM were the trust of James E. Dobson, and the individuals, Dale A.

Bash and Christopher K. Vlk.

      On December 15, 2004, a hearing was held before the JGB. In accordance with

Article 31 of the Structural Agreement, the JGB consisted of three Union

representatives and three representatives of the Association. Local 25 claims that it

presented evidence of common ownership between Dobson and IMM; shared

management between Dobson and IMM; that work at the Gypsum Project was

covered by the Structural Agreement and that work on the Gypsum Project involved

approximately 600 hours of structural iron work.

      The Union claims that Chris Vlk, President of IMM and Director of Operations

for Dobson, stated at the hearing that he served as President of IMM without pay; that

Dobson and IMM have jointly solicited bids and provided marketing services; that

                                         -4-
work has been traded back and forth between Dobson and IMM in accordance with

which party is best able to perform the work; that IMM performed structural work

when Dobson was unable to solicit work from customers requiring low-wage

workers; and that Dobson has diverted work to IMM during the bidding process. Vlk

also complained about the high wage and benefit rates in the Structural Agreement.

Dobson’s attorney also appeared at the hearing and presented evidence to the JGB.

      Dobson disputes some of the above allegations. It claims that Chris Vlk was

compensated for his services as President at IMM in the form of stock options.

Moreover, Dobson and IMM have never jointly solicited bids on structural iron

projects, structural work has not been traded back and forth between Dobson and

IMM in accordance with which party is best able to perform the work, and Dobson

has never diverted work to IMM during the bidding process. Vlk stated that the two

companies remain independent and distinct. Dobson claims those are just some of

the erroneous factual assertions made by Local 25.

      Dobson contends that the Union’s most egregious misrepresentation concerns

Vlk’s role at the JGB hearing. As Dobson’s Director of Operations, Vlk attended the

JGB hearing solely for the purpose of contesting jurisdiction. Dobson consistently

maintained that “the subject and circumstances presented by the Grievance are not

arbitrable under the contract” and requested “that the JGB decline to exercise any

                                        -5-
authority over the grievance, and leave the parties to explore, if they choose, other

alternatives.”

      Article 31(B) of the CBA provides in pertinent part, “Within seven (7) days

after the grievance has been heard by the Joint Board, the Board will issue its

decision.” The original complaint in this case was filed on December 13, 2004,

which was two days before the JGB hearing. A first amended complaint was filed on

December 22, 2004. On January 13, 2005 (29 days after the hearing), having

received no response or decision from the JGB, Dobson filed its second amended

complaint, to reflect the fact that the hearing had been held and to complain about the

tardiness of the JGB decision. Dobson also requested that the court quash any

decision of the JGB. On January 28, 2005, the JGB issued its decision granting Local

25's grievance filed under the Structural Agreement and dismissing the grievance

filed under the Rigging Agreement. Specifically, the JGB concluded that “a close

business relationship exists between Respondent Dobson and IMM, Inc., sufficient

to find that an alter-ego situation exists.” The Union was awarded lost wages and

benefits.

      Local 25 states that during this litigation, each of the facts found by the JGB

was confirmed to be true. Moreover, Local 25's members would have performed

much of the work on the National Gypsum Project if Dobson had done the job.

                                         -6-
      On February 7, 2005, Local 25 filed with the district court its counterclaim to

enforce final and binding grievance decision. On August 26, 2005, Dobson filed its

motion for summary judgment and Local 25 filed a motion to enforce final and

binding grievance decision. The district court granted Local 25's motion to enforce

and denied Dobson’s motion for summary judgment. This appeal followed.

      Dobson raises several issues on appeal. It alleges that the district court erred

in holding that the decision of the JGB was not preempted by the National Labor

Relations Act (“NLRA”). It further contends that the district court erred in declining

to vacate the JGB’s decision which disregarded the law on alter ego. Dobson also

asserts that the JGB’s decision exceeded that entity’s powers by substantially

affecting the rights of an independent third party. It also claims that the JGB’s

decision was fundamentally unfair in part because it was not appealable. Finally,

Dobson alleges that the district court should have vacated the JGB’s decision because

it was untimely.

                                 II. DISCUSSION

      Section 301(a) of the Labor Management Relations Act authorizes district

courts to hear “[s]uits for violation of contracts between an employer and a labor

organization.” 29 U.S.C. § 185(a). This is an appeal from a final order of the district

court dated November 7, 2005. We have jurisdiction pursuant to 28 U.S.C. § 1291.

                                         -7-
      In cases in which the district court enforces or refuses to vacate an arbitration

award, we review findings of fact only for clear error. Questions of law are reviewed

de novo. Cleveland Elec. Illuminating Co. v. Utility Workers Local 227, 440 F.3d

809, 812 (6th Cir. 2006).

                                         (A)

      Dobson contends that the district court erred as a matter of law when it

declined to vacate the JGB’s decision which it asserts was preempted by the NLRA,

29 U.S.C. § 151 et seq. Section 9(b) of the NLRA authorizes the National Labor

Relations Board (“NLRB”) to determine “the unit appropriate for the purposes of

collective bargaining.” 29 U.S.C. § 159(b). Dobson alleges the JGB’s decision that

the IMM was an alter ego of Dobson, thereby entitling Local 25 members to “lost

wages and benefits equal to those that would have been paid had the work been

performed by Dobson at the National City Gypsum Facility under the Structural

Agreement,” rests on an impermissible conclusion that IMM’s employees are an

extension of Dobson and, therefore, covered by Local 25's representation agreement.

Dobson asserts that the JGB’s conclusion involves an accretion of IMM’s employees

into the representative unit of the Union, a decision that Dobson claims falls within

the exclusive province of the NLRB. Dobson cites Lexington Cartage Co. v.

International Brotherhood of Teamsters, 713 F.2d 194 (6th Cir. 1983), for the general

                                         -8-
proposition that the NLRB has exclusive jurisdiction for adjudicating questions of

representation or unfair labor practices.

      The Union claims that Lexington Cartage Co. is inapposite. That case concerns

whether the NLRB has jurisdiction to determine if an employer has a duty to bargain

with a union when there is an issue regarding whether the union has the support of

a majority of the employees. 713 F.2d at 195. Unlike this case, Lexington Cartage

Co. does not involve a grievance, arbitrability, or double-breasting.

      Dobson further contends that its argument is supported by decisions of the

NLRB. See Asbestos Carting Corp. and Local 813, 302 NLRB 197 (1991) (“These

single employer/alter ego and accretion issues involve application of statutory policy,

standards, and criteria and thus are matters for decision of the Board rather than an

arbitrator.”). Dobson claims the issues here should not be decided by an arbitrator.

It maintains that Local 25 impermissibly sought a ruling from the JGB that IMM is

Dobson’s alter ego, a determination that must be made by the NLRB. Dobson

contends that because the JGB lacked jurisdiction to decide the issue, the district

court should have vacated its decision.

      Local 25 asserts this case differs from Asbestos Carting Corp. because in that

case, the union requested that the NLRB recognize it as the bargaining representative

for the employer’s employees. 302 NLRB at 197. Conversely in this case, Local 25

                                            -9-
did not demand recognition of IMM’s employees, nor did it request that the JGB

decide a representation issue.      Local 25 contends, therefore, that because a

representation issue was not raised by the grievance or the decision of the JGB in this

case, NLRA preemption is not an issue in this case.

      Dobson alleges that the end result of having an arbitrator decide these issues

is that there is neither finality nor any guidance to the parties as to how to behave in

the future. Dobson speculates that until the issue is submitted to the NLRB for a final

determination, the Union will continue to file grievances each time IMM successfully

bids a project.2 According to Dobson, the result is that Local 25 will have the power

to decide what entities, like IMM,3 are represented by the parties’ CBA. Because

such a decision is within the jurisdiction of the NLRB, Dobson requests that the

decision of the district court and JGB be vacated.


      2
      In a letter of supplemental authority, Dobson states that a second suit
between the parties was filed by it following receipt of another grievance from the
Union premised solely on the “alter ego” theory. That case is before Chief Judge
Friedman in the Eastern District of Michigan. USDC-EDM Case No. 05-74610:
Dobson Industrial, Inc. vs. Iron Workers Local Union No. 25, International
Association of Bridge, Structural, Ornamental and Reinforcing Iron Workers,
AFL-CIO.
      3
        In its letter of supplemental authority, Dobson also states that IMM, Inc.,
has filed a § 8(e) Charge and Position Statement with the NLRB. Case No. 7-CE-
61: IMM, Inc., Charging Party vs. Iron Workers Local Union No. 25, International
Association of Bridge, Structural, Ornamental and Reinforcing Iron Workers,
Respondent Union.

                                         -10-
         The Union alleges there is no support for Dobson’s claim that the JGB’s

decision was preempted by the NLRA because it accreted IMM’s employees into the

bargaining unit represented by Local 25 at Dobson. The Union notes that the JGB

ordered Dobson to pay it lost wages and benefits. The decision did not accrete

IMM’s employees into Local 25's bargaining unit at Dobson. The Union claims that

IMM employees are not even discussed in the JGB’s decision. IMM’s employees

were not represented by Local 25 when the grievance was filed and remain non-union

today.

         Local 25 further contends that even if a representation issue was implicated in

this case, Dobson’s claim that all matters related to such issues are within the

exclusive jurisdiction of the NLRB is inconsistent with the Supreme Court’s holding

in Carey v. Westinghouse Electric Corp., 375 U.S. 261 (1964). That case involved

a dispute between an employer and two unions over whether certain employees in one

union were doing the work of the employees represented by another union. Id. at

262. The employer refused to arbitrate on the basis that the dispute involved a

representation matter for the NLRB. Id. at 262-63. The Court concluded that

whether the dispute involved work assignment or representation, there was no bar to

the use of the arbitration procedure. Id. at 272. Thus, even if this case did involve

a representation issue, the Union claims there was no NLRA preemption.

                                           -11-
      Dobson further alleges that the result of the JGB’s decision is that every time

employees of IMM perform a job that Local 25 deems to be covered by the CBA,

Local 25 enjoys the rewards and enrichment as if IMM’s employees are Union

members, despite not offering the protections and benefits of membership to these

same employees from which Local 25's benefit is derived. Local 25 is awarded wages

and benefits, while the IMM employees who actually perform the work do not enjoy

pensions and other benefits of union membership. Dobson contends, moreover, that

this serves effectively to require it to pay Local 25 for work done by employees that

are not covered by their collective bargaining agreement and that may not be

members of the same bargaining unit even if they are Local 25 members. Dobson

asserts this violates the NLRA because the NLRB is authorized to determine these

matters. Dobson asks this Court to vacate the district court’s decision on the basis of

lack of jurisdiction.

      We agree with the district court’s conclusion that the JGB’s decision was not

preempted by the NLRA. This case concerns a grievance that the Union filed

wherein it sought lost wages and benefits from the signatory contractor for breach of

the parties’ Structural Agreement. Any determination as to the contract interpretation

would not affect the Union’s status as bargaining representative for any particular

employees. As the district court observed, “There were no third parties involved in

                                         -12-
being able to interpret this contract,” though certain facts about IMM were relevant

to the overall inquiry. This case did not involve a demand for recognition of IMM’s

employees, nor did it concern a request that the JGB decide a representation issue.

      Even if this case involved a representation issue, we would not necessarily be

without jurisdiction. See International Bhd. of Elec. Workers, Local 71 v. Trafftech,

Inc., 461 F.3d 690, 695 (6th Cir. 2006). In Trafftech, this Court observed:

             Since Carey, this court has drawn the following dichotomy
      between disputes implicating the exclusive initial jurisdiction of the
      Board . . . and those implicating the concurrent jurisdiction of the federal
      courts under § 301. When a dispute is “primarily representational”
      under § 7 or § 8 of the National Labor Relations Act, “simply referring
      to the claim as a ‘breach of contract’ [is] insufficient for the purposes of
      § 301 federal courts’ jurisdiction,” but “matter[s] primarily of contract
      interpretation, whi[ch] potentially implicat[e] representational issues,”
      remain within the federal courts’ § 301 jurisdiction.

Id. at 694-95 (citations omitted).       Thus, contract disputes which touch on

representational issues may be subject to federal jurisdiction.

      Like the district court, we believe that the JGB’s decision drew its essence from

the contract. The CBA provided that Dobson “may not avoid application of this

Agreement by double breasting or similar device.” The JGB reasonably determined

that this language forbade using an alter ego. Given that the Structural Agreement

has a broad arbitration clause, the Union’s grievance against Dobson was arbitrable.

This is particularly true in light of the federal labor policy that strongly favors

                                         -13-
arbitration. Detroit Typographical Union v. Detroit Newspaper Agency, 283 F.3d

779, 786 (6th Cir. 2002). Accordingly, we conclude the district court correctly

determined that the JGB did not exceed its jurisdiction.

                                          (B)

      Dobson next alleges that assuming that the issue of alter ego was properly

before the JGB, the JGB’s decision was also made in manifest disregard of this

court’s precedent on alter ego. An arbitration decision must be set aside when the

decision “fl[ies] in the face of clearly established legal precedent.” Lynch v. Johnson,

70 F.3d 418, 421 (6th Cir. 1995). “When faced with questions of law, an arbitration

panel does not act in manifest disregard of the law unless (1) the applicable legal

principle is clearly defined and not subject to reasonable debate; and (2) the

arbitrators refused to heed that legal principle.” Id.

      The test for the alter ego doctrine is “whether the two enterprises have

substantially identical management, business, purpose, operation, equipment,

customers, supervision and ownership.” National Labor Relations Board v. Fullerton

Transfer & Storage Ltd., Inc., 910 F.2d 331, 336 (6th Cir. 1990) (citations omitted).

Dobson asserts there are many factors which demonstrate the independence of IMM

from Dobson. The two entities have only six common customers. As for the type of

business, the only two areas of overlap between Dobson and IMM are structural

                                         -14-
services and steel fabrication service, both of which amount to less than ten percent

of IMM’s business. Dobson contends, moreover, that IMM regularly subcontracts

to Dobson and has used Dobson’s services for eleven separate projects in the last two

years. Dobson alleges that the two companies have separate business locations,

management, labor policies, bidding structure, customers and work. Moreover, IMM

and Dobson do not share any common equipment. Based on the foregoing, Dobson

claims it is impossible to conclude that IMM is Dobson’s alter ego for any purpose.

      The Union contends that the district court properly found that the JGB’s

decision drew its essence from the terms of the Structural Agreement. “A double-

breasted, or dual shop, employer maintains one company that is a signatory to a CBA

while maintaining a second, non-union company in the same line of work in order to

utilize non-union labor.” Becker Electric Co. v. Int’l Bhd. of Elec. Workers, Local

No. 212, 927 F.2d 895, 896 (6th Cir. 1991).

      Local 25 notes that Dobson and IMM have common ownership, common

management and common directors. They also had a common officer. The Union

further alleges that IMM began its operations with two loans from Dobson’s banker

to Dobson and IMM. Dobson also purchased equipment for IMM. Dobson has an

iron worker division that erects and installs structural steel; IMM has a field services

department that erects and installs structural steel. The Union notes that Dobson and

                                         -15-
IMM operate in the same geographical location and have at least a few common

customers. Based on these factors, Local 25 contends that Dobson operates a non-

union company, IMM, to avoid the application of the Structural Agreement. Dobson

asserts that Local 25 has misconstrued and/or mischaracterized many of these factors.

      After reviewing the record, we conclude that the district court correctly

sustained the arbitrator’s decision. Examining whether a party to an arbitration

agreement with a double-breasting clause has an “alter ego” is a reasonable way to

determine whether that party is violating that clause. In other words, the inquiry

undertaken by the JGB demonstrates that it was “arguably construing” the agreement.

Accordingly, the district court properly held that the JGB’s decision must be

sustained. Mich. Family Res., Inc. v. SEIU Local 517M, 475 F.3d 746, 756 (6th Cir.

2007) (en banc).

                                         (C)

      Dobson contends the district court erred by failing to vacate the JGB’s decision

when it exceeded its powers by substantially affecting the rights of an independent

third party. A federal court may vacate an arbitration award if “the arbitrators

exceeded their powers.” 9 U.S.C. § 10(a)(4). This court has observed, “Some circuits

have specifically held that arbitrators exceed their powers when they determine rights

and obligations of individuals who are not parties to the arbitration proceedings.”

                                        -16-
NCR Corp. v. Sac-Co., Inc., 43 F.3d 1076, 1080 (6th Cir. 1995) (citations omitted).

Dobson claims that in this case, the JGB exceeded its powers by substantially

impairing the right of IMM to subcontract with Dobson. Moreover, other companies

have expressed concern about doing business with IMM during this ongoing labor

dispute. Dobson claims that because the JGB has substantially impaired the rights of

an entity that is not a party to the CBA between Dobson and Local 25, the district

court erred in failing to vacate the decision.

       We conclude the district court correctly determined that the JGB did not exceed

its powers by substantially affecting the rights of an independent third party. While

the JGB’s decision may affect IMM’s ability to subcontract with Dobson, Article

30(E) of the Structural Agreement prohibits Dobson from double-breasting. If

Dobson’s argument were accepted, then Article 30(E) would have little meaning.

Enforcement of a contractual restriction on the actions of one party is not invalid

because the restrictions affect the party’s participation in the marketplace. Dobson’s

agreement to the CBA here did not affect any rights of IMM; it merely prevented

Dobson from agreeing to certain dealings with IMM. The JGB’s decision simply

enforced the way in which Dobson itself had limited the freedom of its partial alter

ego.

                                          (D)

                                         -17-
        Dobson next contends that the district court erred by failing to vacate the

decision of the JGB when Dobson was allowed no right to appeal that decision.

Dobson further alleges that it was otherwise denied fundamental fairness. The district

court erroneously found that Dobson could have appealed the JGB’s decision to an

arbitration panel. Article 31(C) of the parties’ CBA allows either party to appeal only

upon a deadlock decision of the JGB. The Union claims that the error was harmless.

“The court at every stage of the proceeding must disregard any error or defect in the

proceeding which does not affect the substantial rights of the parties.” Fed. R. Civ.

P. 61

        Dobson also alleges that the arbitrators were guilty of misconduct that

amounted to a denial of fundamental fairness as to the proceeding, in violation of the

Federal Arbitration Act, 9 U.S.C. § 10(a)(3). Dobson claims there is no guidance

given to members of the JGB regarding how to make a decision. Moreover, the

hearing was informal, no evidence was formally presented, no witnesses were sworn

and no record or transcript maintained.

        “Arbitrators are not bound by formal rules of procedure and evidence, and the

standard for judicial review of arbitration proceedings is merely whether a party to

arbitration has been denied a fundamentally fair hearing.”         Nat’l Post Office

Mailhandlers v. U.S. Postal Service, 751 F.2d 834, 841 (6th Cir. 1985). Both sides

                                          -18-
presented evidence and arguments at the hearing. If Dobson wanted a more formal

or structured hearing process, it could have sought to negotiate one as part of the

Structural Agreement.

      Dobson also contends that the district court erred by failing to vacate the JGB’s

decision which was tainted by partiality when half of the JGB’s members were direct

competitors of Dobson. Article 31(A) of the CBA provides, “A Joint Grievance

Board will be established consisting of three (3) individuals appointed by the

Association and three (3) individuals appointed by the Union.” Dobson notes that the

interests of both the Association and Union were aligned against its interests in that

both the Association and Union had an interest in equalizing wages. Dobson claims

that because of these competing interests, it did not receive unbiased and neutral

consideration by the JGB.

      The Union notes that Dobson’s attorney admitted she was not aware of any

specific evidence of bias or prejudice on the part of JGB members. Moreover,

Dobson agreed to a JGB comprised of three management members and three union

members. It is too late to object to those terms now.

      We conclude that the district court’s error regarding the right to appeal was

harmless. It is mentioned almost in passing at the very end of the hearing and does

not appear to be the basis of the court’s ruling. Dobson’s other arguments about

                                        -19-
procedural unfairness and the make-up of the JGB are also unpersuasive. The parties

agreed to the terms in the Structural Agreement. Dobson could have objected if it had

problems with any provisions.

                                         (E)

      Dobson also contends that the district court committed error by failing to

vacate the untimely decision of the JGB, which Dobson claims was issued after the

time period permitted under the parties’ CBA. Article 31(B) provides that the JGB

will issue a decision within seven days after the grievance has been heard. In this

case, the JGB issued its decision 44 days after the hearing. Citing Jones v. St. Louis-

San Francisco Ry. Co., 728 F.2d 257 (6th Cir. 1984), Dobson asserts the JGB

exceeded its authority and the district court erred in failing to vacate the untimely

decision. In Jones, the arbitration agreement provided that the board would render

its decision within fifteen days of the hearing date. 728 F.2d at 264. The court

therefore considered whether the parties’ agreement stated that the arbitrators would

lose jurisdiction if they rendered a decision more than fifteen days after the hearing

date. Id. at 265. After determining there was no such provision, the court concluded

that the board retained jurisdiction to resolve the dispute “until a reasonable time

thereafter” the fifteen-day period. Id. The court held that because the fourteen-month

delay in Jones was unreasonable, the board lost jurisdiction to resolve the dispute.

                                         -20-
Id.

      In this case, Dobson notes that in filing its second amended complaint on

January 13, 2005–almost one month after the JGB hearing–it clearly objected to the

JGB’s jurisdiction based on its failure to issue a timely decision. Dobson alleges,

moreover, that the delayed decision caused it and IMM irreparable injury to their

business reputations.

      The Union alleges that the district court correctly held that the seven-day

provision is not a mandatory term which extinguished the JGB’s jurisdiction.

Moreover, Local 25 claims the court properly determined that a decision issued 44

days after the hearing did not constitute unreasonable delay.

      In this case, the CBA does not provide that the JGB will lose jurisdiction by

failing to issue a decision within seven days of the hearing. We find that a decision

rendered 37 days thereafter was reasonable.         Although Dobson alleges in a

conclusory fashion that the delay caused irreparable injury to its business reputation,

Dobson has not shown that it was prejudiced by the late decision. We conclude that

because the JGB’s decision was issued within a reasonable time after the hearing, the

JGB did not exceed its authority under the CBA.

      For the reasons set about above, we affirm the judgment of the district court.




                                         -21-
