272 F.3d 600 (D.C. Cir. 2001)
Teamsters Local Union No. 61, affiliated with the International Brotherhood of Teamsters, AFL-CIO, Appellantv.United Parcel Service, Inc., Appellee
No. 00-7239
United States Court of Appeals  FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued September 17, 2001Decided December 7, 2001

Appeal from the United States District Court  for the District of Columbia (No. 99cv00935)
Jonathan G. Axelrod argued the cause for the appellant.
Edward P. Lynch argued the cause for the appellee.  William J. Kilberg and Lauren S. Goodman were on brief. Eugene Scalia entered an appearance.
Before:  Henderson, Randolph and Rogers, Circuit Judges.
Opinion for the court filed by Circuit Judge Karen LeCraft Henderson.
Karen LeCraft Henderson, Circuit Judge:


1
Teamsters  Local Union No. 61 (Local 61) seeks reversal of the district  court's grant of summary judgment to United Parcel Service,  Inc. (UPS), affirming two rulings of the Atlantic Area Parcel  Grievance Committee (Committee), a joint management-labor  panel created to resolve UPS employee grievances.  In resolving a discharge grievance brought by employee Mark  Thompson, the Committee decided on January 20, 1999 that  the case could proceed to the merits;  on February 16, 1999 it  upheld Thompson's discharge.  In district court, Local 61  argued that the two decisions were invalid because each was  made absent a quorum.  Finding that the Committee's impartial arbitrator had the authority to decide to proceed to the  merits and that the Committee could decide the merits in the  absence of the union Committee members, the district court  held that Local 61 did "not meet the substantial burden  required to vacate the arbitration decision" and it granted  UPS's motion for summary judgment.  Joint Appendix (JA)  255.  We agree and therefore affirm the district court's grant  of summary judgment.

I.

2
Local 61, an unincorporated labor organization, challenged  in district court the Committee's decision to affirm the discharge of Mark Thompson, a UPS package pickup and delivery driver.  Local 61 and UPS are bound by collective  bargaining agreements known as the National Master United  Parcel Service Agreement (NMA) and the Atlantic Area  Supplemental Agreement (Supplement).  The agreements  mandate that if a grievance cannot be resolved on the job by  management, it must be submitted to the Committee for  arbitration.  See generally Supplement, Article 49, section 2. The Committee meets monthly for a three-day period.  See  Supplement, Article 49, section 4(b).  Each monthly Committee is to consist of an equal number of representatives from  management and the union--no fewer than two and no more than three members each.  See Supplement, Article 49, section 2(e).  The Supplement requires in a discharge or suspension case that an "impartial arbitrator" serve as the fifth or  seventh member and further provides that he "shall render a  bench decision on [sic] all deadlocked cases."  Supplement,  Article 49, section 4(c).


3
The January 1999 Committee designated to consider the  Thompson grievance consisted of seven members--three  management members, three union members and the impartial arbitrator, Joseph Sharnoff.  Shortly after the January 19  hearing began, Local 61 questioned the Committee's authority to hear the case in view of an alleged agreement between  the parties that discharge cases involving productivity were  not to be resolved by arbitration.  Raising a point of order,1  Local 61 argued that UPS was precluded from defending  Thompson's discharge on the ground that he had failed to  meet production standards.  The Committee then considered  the issue in executive session.  During the session, one management member moved to deny Local 61's point of order. Before the motion was seconded, however, the three union  members left the room.  They did not return that day.


4
The Committee reconvened on January 20, recommenced  its executive session and resumed discussions regarding the  productivity issue.  Once again a management member  moved to deny the point of order.  The motion was seconded  but, once again, the three union members left the room  before a vote could be taken.  When the arbitrator's efforts to  get the three to return were unsuccessful, he ruled that their absence amounted to three votes to uphold Local 61's point of  order and to dismiss the Thompson grievance on the basis  that it involved productivity.  The three management members then voted to deny the productivity point of order,  creating a 3-3 deadlock.  The arbitrator broke the deadlock  by voting to deny the point of order and to proceed to the  merits.


5
When the Committee reconvened on January 21 to hear the  merits, two of the three union Committee members refused to  participate in the hearing and remained instead in an adjoining room.  Local 61 then raised a point of order that there  was no quorum.  The arbitrator again attempted to get the  union members to participate and again he failed.  Upon  returning to the hearing room, the arbitrator stated that "we  do not have, to my view, a properly constituted panel ...  [b]ecause there are two [u]nion members absent, for whatever  reason."  JA 48.  He recommended that "we proceed to put  the record on tape ... [a]nd at such point as everybody's  finished stating what their positions are we'll proceed, I  guess, with however [UPS] determines that we can proceed." JA 48.  UPS then raised a point of order asserting that the  union Committee members' refusal to proceed violated Article  7 of the NMA, which provides in part that "[t]he [u]nion  agrees it will not unreasonably delay the processing of [discharge or suspension] cases."  NMA Article 7.  UPS threatened to remove Thompson from the payroll but the remaining  union Committee member objected that doing so would violate both the NMA and the Supplement.  The Committee did  not rule on the Article 7 point of order before adjourning.


6
A different five-member Committee convened on February  16 with two management members, two union members and  the same arbitrator in attendance.  When the Committee  called the Thompson case, one union member refused to  participate.  Local 61 again raised a point of order that there  was no quorum, although four of the five Committee members  (two management members, one union member and the arbitrator) remained present.  In executive session, the Committee denied Local 61's point of order.  Local 61 then stated  that it would not participate any further or be bound by any  Committee decision, again insisting--in spite of the Committee's ruling to the contrary--that there was no quorum. When UPS began presenting its case, the remaining union  Committee member left the hearing, echoing Local 61's objection that there was no quorum.  After UPS's presentation, "the Panel ruled in favor of the Company," JA 54, and upheld  Thompson's discharge, JA 120.


7
Local 61 sought in district court to vacate the Committee's  decisions, arguing that both the January 20 decision to proceed and the February 16 decision on the merits were invalid  because they were made without a quorum.  On September 7,  2000 the district court granted UPS's motion for summary  judgment.

II.

8
Our review of a district court's decision on a summary  judgment motion is de novo.  See Shields v. Eli Lilly & Co.,  895 F.2d 1463, 1466 (D.C. Cir. 1990) ("Since pretrial summary  judgment decisions are rendered exclusively on the basis of a  'paper' record, an appellate court is equally well-positioned as  a trial judge to assess the evidence at issue.").  We will affirm  the district court's grant of summary judgment to UPS only if  UPS has demonstrated in view of all the facts--and the  reasonable inferences drawn therefrom in the light most  favorable to Local 61, the non-moving party--that "there is  no genuine issue as to any material fact and that the moving  party is entitled to judgment as a matter of law."  Fed. R.  Civ. P. 56(c);  see also Celotex Corp. v. Catrett, 477 U.S. 317,  323-24 (1986).  Local 61 appeals the grant of summary  judgment to UPS on three grounds.


9
First, Local 61 argues that the district court had the  "broad authority" and even the duty to "scrutinize strictly"  the Committee's January 20 decision to proceed because that  decision was substantive, not procedural, and because it "seriously undermined the integrity of the arbitral process."  Br.  of Appellant at 17.  We reject this contention.


10
It is well-settled that "the courts play only a limited role  when asked to review the decision of an arbitrator."  United  Paperworkers Int'l Union, AFL-CIO v. Misco, Inc., 484 U.S.  29, 36 (1987).  Indeed, we "are not authorized to reconsider  the merits of an award even though the parties may allege  that the award rests on errors of fact or on misinterpretation  of the contract."  Id.;  see also United Steelworkers of Am. v. Enter. Wheel & Car Corp., 363 U.S. 593, 596 (1960) ("The  federal policy of settling labor disputes by arbitration would  be undermined if courts had the final say on the merits of the  awards.").  We have repeatedly recognized that "judicial review of arbitral awards is extremely limited" and that we "do  not sit to hear claims of factual or legal error by an arbitrator  as [we would] in reviewing decisions of lower courts."  Kanuth v. Prescott, Ball & Turben, Inc., 949 F.2d 1175, 1178  (D.C. Cir. 1991) (quoting Misco, 484 U.S. at 38).  The United  States Supreme Court recently reaffirmed these general principles, holding that "if an arbitrator is even arguably construing or applying the contract and acting within the scope of his  authority, the fact that a court is convinced he committed  serious error does not suffice to overturn his decision."  Major League Baseball Players Ass'n v. Garvey, 532 U.S. 504,  __, 121 S. Ct. 1724, 1728, 149 L. Ed. 2d 740 (2001) (per  curiam) (internal quotations omitted) (emphasis added).  Judicial deference to an arbitrator is broader still if the arbitrator's decision is a procedural one.  See John Wiley & Sons,  Inc. v. Livingston, 376 U.S. 543, 557 (1964).  In Wiley, the  Court made clear that procedural questions include such  issues as "whether grievance procedures or some part of  them apply to a particular dispute, whether such procedures  have been followed or excused, or whether the unexcused  failure to follow them avoids the duty to arbitrate."  Id. at  557;  see Denhardt v. Trailways, Inc., 767 F.2d 687, 690 (10th  Cir. 1985) (quoting Wiley, 376 U.S. at 557);  see also McKesson Corp. v. Local 150 IBT, 969 F.2d 831, 834 (9th Cir. 1992)  (question of limitations on time in which arbitrator may  render decision is procedural);  Beer, Soft Drink, Water,  Fruit Juice, Carbonic Gas, Liquor Sales Drivers et al., Local  Union No. 744 v. Metro. Distribs. Inc., 763 F.2d 300, 303 (7th  Cir. 1985) (issues of waiver and timeliness of filing are  procedural under Wiley).


11
As the district court observed, there is no dispute that a  quorum existed at the outset of the January 20 hearing  during which the Committee decided to proceed to the merits. See JA 252;  see also Oral Arg. Tr. at 4 (Local 61 stating that  "[a]t the beginning of the hearing, all three members of each side were present and the neutral arbitrator was present"). Neither the collective bargaining agreements nor the Committee's Rules of Procedure (Committee Rules)2 clearly address the question whether the union members' subsequent  walkout prevented a quorum.  True, the Committee Rules  provide that the Committee "shall be composed of members  or alternates representing the [u]nion and members or alternates representing the [e]mployer."  Committee Rules, Article II, section 2.  And they provide that each Committee  "shall consist" of an equal number of management and union  members.  Committee Rules, Article IV, section 2;  see also  Supplement, Article 49, section 2(e).  But these provisions  might simply require the presence of an equal number of  management and union members at the commencement of  any particular Committee hearing.


12
Whether the provisions require an equal number of management and union Committee members at the time of voting  and whether the union members' walkout prevented further  proceedings--that is, "whether [these] grievance procedures  or some part of them apply to [Thompson's discharge arbitration], whether such procedures have been followed or excused  [here], or whether the unexcused failure to follow them avoids  the [union's] duty to arbitrate," Wiley, 376 U.S. at 557--are  procedural questions.  It is likely that one reason the parties  bargained for a neutral arbitrator in the first place was to  provide a vehicle for resolving on a case-by-case basis these  very questions--ones the collective bargaining agreements  left unclear but ones that still "grow out of the dispute and  bear on its final disposition."  Id. at 556-57 ("Questions  concerning the procedural prerequisites to arbitration do not  arise in a vacuum;  they develop in the context of an actual  dispute about the rights of the parties to the contract or those  covered by it.").  Given the special deference we owe the  arbitrator on procedural matters, see id. at 557, we cannot say  that his January 20 decision to go forward in spite of the  union members' walkout was in error.


13
Moreover, even if the arbitrator's decision to proceed were  substantive,3 as Local 61 contends, the holding in Garvey  would still counsel deference.  It is at least "arguabl[e]"  under the Garvey standard that because there was a quorum  at the beginning of the January 20 session, any quorum  requirement that existed was met.  As the district court put  it:


14
If an arbitration [decision] ... draws its essence from the collective bargaining agreement, the Court will uphold the [decision]....  Article 7 of the National Master Agreement states that "The [u]nion agrees it will not unreasonably delay the processing of [discharge] cases." ... The arbitrator's decision to go forward after repeated and unexplained departures by the [u]nion [Committee] members is consistent with this provision of the collective bargaining agreement.


15
JA 254 (citations omitted).


16
Like the district court, we conclude that the arbitrator was  "within the scope of his authority," Garvey, 532 U.S. at __,  121 S. Ct. at 1728, in first declaring and then breaking the  deadlock on January 20. Contrary to Local 61's contentions,  the arbitrator is "more suited than the courts to interpret  [the NMA] and to resolve contractual problems which occur  between labor and management."  Teamsters Local 623 v.  UPS, Inc., 786 F. Supp. 509, 511 (E.D. Pa. 1992);  see United  Steelworkers of Am. v. Warrior & Gulf Navigation Co., 363  U.S. 574, 582 (1960) (arbitrator "is usually chosen because of  the parties' confidence in his knowledge of the common law of  the shop and their trust in his personal judgment to bring to  bear considerations which are not expressed in the contract  as criteria for judgment").  Consistent with this principle, the  district court recognized that "[t]he party seeking to vacate  an arbitration award," here Local 61, "faces a 'steep upward  grade.' "  JA 251 (quoting Local 2094, American Fed'n of  State, County & Mun. Employees v. Howard Univ. Hosp.,  996 F. Supp. 61, 65 (D.D.C. 1998)).4


17
Local 61 is mistaken in its assertion that the union Committee members' conduct in absenting themselves constituted  misconduct that serves as a basis for vacating the Committee's decision to proceed.  Local 61 did not challenge the  union Committee members' conduct at any time before this  appeal.  Here, Local 61 alleges for the first time that the  union members' alleged misconduct in walking out should be  attributed to the Committee as a whole.  Because this argument was not raised in the district court, it is not properly  before this court.  See United States v. Wider, 951 F.2d 1283,  1287 (D.C. Cir. 1991) (adhering to "general rule ... that a  federal appellate court does not consider an issue not passed  upon below") (quoting Singleton v. Wulff, 428 U.S. 106, 120  (1976)).


18
More importantly, if we were to accept this argument, the  practical result would be perverse at best--whenever union  members believed a grievant's discharge was wrongful, they  could simply refuse to participate in the arbitration, claim the  Committee was "biased" and by default the grievant would  retain his job with pay.  See NMA Article 7.  This is not the  arbitration procedure for which UPS bargained.  Article 7  prevents both sides from derailing the arbitration process. Under that provision, UPS agreed to allow the discharged  employee to remain on the job, without loss of pay, "unless  and until the discharge or suspension is sustained under the  grievance procedure" and, in return, the union agreed that it  "will not unreasonably delay the processing of cases."  Id.  We decline to deny UPS the benefit of its  bargain by holding that the union Committee members' tactics provide a basis for vacating the Committee's January 20  decision to proceed.


19
Local 61's second ground of appeal is that the district court  committed reversible error in failing to scrutinize the Committee's January 20 decision to proceed under a narrow  "public policy" exception that denies enforcement of an arbitration award if it "violates established law or seeks to compel  some unlawful action."  Am. Postal Workers Union, AFLCIO v. United States Postal Serv., 789 F.2d 1, 8 (D.C. Cir.  1986) (citing W.R. Grace & Co. v. Local Union 759, Int'l  Union of United Rubber Workers, 461 U.S. 757, 766 (1983)). The claim is without merit.


20
We have explained that the public policy exception to the  enforceability of an arbitration award "is extremely narrow... [and] applies only when the public policy emanates from  clear statutory or case law, not from general considerations  of supposed public interests."  Id. (internal quotations omitted) (emphasis in original).  Local 61 cites no statutory  authority or case law supporting its proposition that a quorum is required as a matter of public policy.  It correctly  observes that "[n]ational labor policy concerning arbitration  awards flows from the statutory principle that '[f]inal adjustment by a method agreed upon by the parties is ... the  desirable method for settlement of grievance disputes.' "  Br.  of Appellant at 16 (quoting 29 U.S.C. § 173(d)).  That principle, however, supports UPS's position, not Local 61's--the  parties accepted an arbitration method under which procedural conflicts are to be resolved by an arbitrator, see Wiley, 376  U.S. at 557, and agreed that neither side would derail the  resolution of discharge cases, see NMA Article 7.  Accordingly, we conclude that the district court properly deferred to  the Committee's January 20 decision to proceed to the merits  of Thompson's grievance.


21
Local 61's third challenge goes to the Committee's February 16 merits decision to uphold Thompson's discharge.  The  union asserts, simply, that a merits decision made in the  absence of a quorum is void per se.  This claim can be  disposed of in short order.


22
Neither the NMA nor the Supplement nor any of the  Committee Rules uses the word "quorum."  As we mentioned, the Supplement and Rules do state that each monthly  Committee is to consist of an equal number of management  and union members.  See Supplement, Article 49, section 2(e); Committee Rules, Article IV, section 2.  Nevertheless, it is at  least "arguabl[e]" under Garvey deference that whatever  "quorum" requirement the Supplement and Rules may impose was met when all five Committee members were present  at the commencement of the February 16 proceeding.  Moreover, Article 7 of the NMA at least suggests that Committee  action in the absence of a quorum is appropriate if union  Committee members "unreasonably delay the processing" of  a discharge case by subsequently boycotting the proceeding.5


23
For the foregoing reasons, the district court's grant of  summary judgment to UPS is


24
Affirmed.



Notes:


1
 A point of order, in Committee parlance, appears to be the  arbitration equivalent of an objection in a trial court proceeding. See, e.g., Br. of Appellant at 6 (describing Local 61's productivity  point of order);  Br. of Appellee at 7 (same).


2
 Pursuant to an agreement between "[t]he Local Unions party to  the Atlantic Area Supplement" and UPS, the Rules of Procedure  "implement the provisions set forth in the grievance procedure of  the Atlantic Area Supplement," although nothing contained in the  Rules "shall in any way be deemed to alter or amend the procedures set forth in such Supplement."  JA 108 (Committee Rules,  Article I).


3
 Local 61 asserts that "substantive" questions include "whether  non-parties to the contract may be compelled to arbitrate a dispute"  and whether "fundamental procedural irregularities [have tainted]  the arbitration proceeding."  Br. of Appellant at 19 (citations omitted).  It cites no authority, however, for its proposition that a  quorum vel non is a "substantive" issue.  See id.


4
 Moreover, Local 61 does not, and cannot, dispute the district  court's finding that the vote to proceed caused it no harm because  the arbitrator decided to count the union Committee members'  absence as three votes to uphold Local 61's point of order.  See JA  253.


5
 The only support Local 61 can muster for its claim is Robert's  Rules of Order, which state that "[i]n the absence of a quorum, any  business transacted ... is null and void."  Robert's Rules of Order,  Newly Revised 341 (9th ed. 1990).  These, of course, are no support  at all.  The parties' collective bargaining agreements (and the  arbitrator's interpretations thereof) determine Committee procedure.  Nowhere do the agreements or the Committee Rules (or the  arbitrator's interpretations thereof) suggest that Robert's Rules  apply.  Therefore, like the district court, we are unpersuaded by  Local 61's "analogy between the proceedings before the [Committee] and proceedings before Congress."  JA 255.


