In the United States District Court for the District of New Jersey

 

Jerald R. Cureton (JRC4144)

H. Thomas Hunt (HTH9745)

Anthony Valenti (AV4918)

Attorneys for Leroy Bensel, et al.ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

 

ALLIED PILOTS ASSOCIATIONÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :ÊÊÊÊÊÊÊÊÊÊ

14600 Trinity BoulevardÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

Suite 500ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Fort Worth, Texas 76155,

ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ : CIVIL ACTION No. 02cv2917 (JEI)

ÊÊÊÊÊÊÊÊÊÊÊ Plaintiff,

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ v.

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

AVIATION WORKERS RIGHTS

FOUNDATION, INC., ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :ÊÊÊÊÊÊÊÊÊÊ

309 Fellowship Road. ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

Mt. Laurel, New Jersey 08064 ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :ÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊ AndÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

LeROY "BUD" BENSEL, ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

, ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

individually and as representative

of a class consisting of former Trans ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

World Airlines, Inc., pilots employed

by TWA Airlines LLC as of ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

April 2001,

James Arthur

Theodore A. Case

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Matthew J. Comlish

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Darshanprit S. Dhillon

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Lemuel A. Dougherty

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Michael V. Finucan

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

John S. Hefley

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Howard B. Hollander

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Robert A. Pastore

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Sally Young

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Individually and as representative of a class

consisting of former Trans World AirlinesÊÊÊÊÊÊÊÊÊ :

pilots employed by TWA Airlines LLC as of

April 2001,ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊ Defendants,

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ and ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

AMERICAN AIRLINES, INC.,

4333 Amen Carter BoulevardÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Fort Worth,TX76155,

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Rule 19 Defendant.

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

LeROY "BUD" BENSEL, ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

individually and as representative

of a class consisting of former Trans ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

World Airlines, Inc., pilots employed

by TWA Airlines LLC as of ÊÊÊÊ April 2001

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

James ArthurÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Theodore A. Case

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Matthew J. Comlish

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Darshanprit S. Dhillon

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Lemuel A. Dougherty

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Michael V. Finucan

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

John S. Hefley

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Howard B. Hollander

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Robert A. Pastore

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Sally Young

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Individually and as representative of a class

consisting of former Trans World AirlinesÊÊÊÊÊÊÊÊÊ :

pilots employed by TWA Airlines LLC as of

April 2001,ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊ

Counterclaim Plaintiffs,Ê :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ v.ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ALLIED PILOTS ASSOCIATIONÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :ÊÊÊÊÊÊÊÊÊÊ

14600 Trinity BoulevardÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

Suite500ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Fort Worth,Texas76155,

ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

and ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

AIR LINE PILOTS ASSOCIATION

1625 Massachusetts Avenue NWÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Washington,D.C.20036

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

and

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

AMERICAN AIRLINES, INC.,

4333 Amen Carter BoulevardÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

Fort Worth,TX76155,

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊ :

and ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

TWA AIRLINES, LLC

4333 Amen Carter BoulevardÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

MD 5675

Fort Worth, Texas76155ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

Counterclaim DefendantsÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ :

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ

______________________________________________________________________________

ANSWER, COUNTERCLAIM AND CROSSCLAIM ON BEHALF OF DEFENDANTS,

LEROY BENSEL, JAMES ARTHUR, THEODORE A. CASE, MATTHEW J. COMLISH, DARSHANPRIT S. DHILLON, LEMUEL A. DOUGHERTY, MICHAEL V. FINUCAN, JOHN S. HEFLEY, HOWARD B. HOLLANDER, ROBERT A. PASTORE, AND SALLY YOUNG

______________________________________________________________________________

ÊÊÊÊÊÊÊÊÊÊÊ Defendants, LeRoy "Bud" Bensel, James Arthur, Theodore A. Case, Matthew J. Comlish, Darshanprit S. Dhillon, Lemuel A. Dougherty, Michael V. Finucan, John S. Hefley, Howard B. Hollander, Robert A. Pastore, Sally Young and Aviation Workers Rights Foundation, Inc. ("AWRF") by way of answer to the Amended Complaint of Plaintiff says:

I. ÊÊÊÊÊÊÊÊ INTRODUCTION

    1. This paragraph of Plaintiff's Amended Complaint is an introductory statement purportedly describing Plaintiff's claims to which no answer is required.

II.ÊÊÊÊÊÊÊ JURISDICTION AND VENUE

    1. This paragraph of Plaintiff's Amended Complaint constitutes legal conclusions to which no response is required and which are therefore to be deemed denied.

III.ÊÊÊÊÊÊ PARTIES

    1. Admitted upon information and belief.
    2. Admitted upon information and belief.
    3. Admitted in part and denied in part. It is admitted that American and APA are now and at all relevant times have been parties to a collective bargaining contract covering the bargaining unit of approximately 11,300 pilots employed by American. It is admitted that subsequent to the purchase of TWA assets by American, American and APA negotiated and executed a modification of the Collective Bargaining Agreement which modification is referred to as "Supplement CC" or "Seniority Integration Agreement" and is datedNovember 8, 2001. The agreement speaks for itself and therefore any characterization or alleged legal effect thereof is denied. It is admitted that former TWA pilots who were subsequently employed by TWA-LLC became employees of American by virtue of a single carrier determination by the NMB on or aboutMarch 5, 2002. The NMB's decision speaks for itself and therefore any characterization or alleged legal effect thereof is denied. It is admitted that Supplement CC purports to have taken effect onApril 3, 2002. The remaining allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    4. Admitted in part and denied in part. It is admitted that Defendant LeRoy Bensel ("Bensel") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Bensel's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Bensel's employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied. The remaining allegations of this paragraph of the Amended Complaint are admitted.
    5. Admitted in part and denied in part. It is denied that AWRF has publicly and repeatedly threatened litigation against APA and American. The remaining allegations of this paragraph of the Amended Complaint are admitted.
    6. Admitted in part and denied in part. It is admitted that Defendant James Arthur ("Arthur") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Arthur's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Arthur’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    7. Admitted in part and denied in part. It is admitted that Defendant Theodore Case ("Case") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Case 's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Case’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed to denied.
    8. Admitted in part and denied in part. It is admitted that Defendant Matthew Comlish ("Comlish") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Comlish’s employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Comlish’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    9. Admitted in part and denied in part. It is admitted that Defendant Darshanprit Dhillon ("Dhillon") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Dhillon's employment. To the extent this paragraph of the Amended Complaint alleges that it actually does govern Dhillon’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    10. Admitted in part and denied in part. It is admitted that Defendant Lemuel Dougherty ("Dougherty") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Dougherty's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Dougherty’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    11. Admitted in part and denied in part. It is admitted that Defendant Michael Finucan ("Finucan") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Finucan's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Finucan’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    12. Admitted in part and denied in part. It is admitted that Defendant John Hefley ("Hefley") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Hefley's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Hefley’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    13. Admitted in part and denied in part. It is admitted that Defendant Howard Hollander ("Hollander") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Hollander's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Hollander’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    14. Admitted in part and denied in part. It is admitted that Defendant Sally Young ("Young") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Young's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Young’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    15. Admitted in part and denied in part. It is admitted that Defendant Robert Pastore ("Pastore") maintains a residential address as indicated in this paragraph of the Amended Complaint and is a former TWA pilot initially employed by TWA-LLC in or about April 2001 and who remains employed by TWA-LLC. It is admitted that sinceApril 3, 2002, the APA-American Collective Bargaining Contract including Supplement CC purport to govern Defendant Pastore's employment. To the extent this paragraph of the Amended Complaint alleges that same actually does govern Pastore’s employment, the allegations constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    16. Admitted in part and denied in part. It is admitted that the stated Defendants are purportedly sued in both their individual capacities and as representatives of a class of persons consisting of former TWA airline pilots who became employees of TWA-LLC in April of 2001. it is admitted that the claimed class are disbursed geographically throughout theUnited States. It is admitted that Supplement CC attempts to cover and effect the members of the alleged class and that the members of the alleged class are identifiable from the business records of TWA-LLC. The remaining allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    17. Admitted in part and denied in part. It is admitted that on or aboutSeptember 3, 2002, the identified Defendants filed their own action in this same district, individually and as class representatives under the caption of Bensel, et al. v. Air Line Pilots Association, Civil Action Number 02-cv-4284. The Complaint is a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied.
    18. Admitted in part and denied in part. It is admitted that AWRF is aNew Jerseycorporation maintaining a place of business at the address indicated in this paragraph of the Amended Complaint. The remaining allegations of this paragraph of the Amended Complaint are denied.

IV.ÊÊÊÊÊÊ GENERAL ALLEGATIONS

    1. Admitted.
    2. Admitted in part and denied in part. It is admitted that American acquired certain assets of TWA on or beforeApril 10, 2001pursuant to a purchase agreement approved by a federal bankruptcy court. It is admitted that during the "transitional period" American conducted certain operations formerly conducted by TWA through American's wholly owned subsidiary, TWA, LLC. The remaining allegations of this paragraph of the Amended Complaint are denied.
    3. The allegations of this paragraph of the Amended Complaint refer to written documents which speak for themselves and therefore any characterization or alleged legal effects thereof are denied. By way of further answer, the allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    4. Admitted in part and denied in part. It is admitted that American negotiated with APA a supplemental agreement which became Supplement CC which was to modify the seniority provisions of the existing APA-American Collective Bargaining Agreement and which was to be applied to the former TWA Pilots who became a part of the American workforce and bargaining unit. It is admitted that American and APA formally executed Supplement CC on or aboutNovember 8, 2001. It is denied that APA and American negotiated in good faith.
    5. Admitted in part and denied in part. It is admitted that APA had meetings with ALPA's TWA-MEC merger committee during the stated period to discuss seniority integration and other issues arising from American's purchase of TWA as well as admitted that Defendant Bensel personally attended and participated in certain of these meetings as chairman of the TWA-MEC merger committee. The remaining allegations of this paragraph of the Amended Complaint are denied.
    6. The allegations of this paragraph of the Amended Complaint refer to a written document which speaks for itself and accordingly any characterization or alleged legal effects thereof are denied.
    7. The allegations of this paragraph of the Amended Complaint refer to written documents which speak for themselves and accordingly any characterization or alleged legal effects thereof are denied.
    8. Admitted.
    9. Admitted in part and denied in part. It is admitted that prior to and since November 2001, a group of TWA-LLC pilots began collecting funds to assert their seniority integration demands through various action. The remaining allegations set forth in first sentence of this paragraph of the Amended Complaint are denied.

a.ÊÊÊÊÊÊÊÊ Admitted.

b.ÊÊÊÊÊÊÊÊ Denied as stated.

c.ÊÊÊÊÊÊÊÊ This sub-paragraph of this paragraph of the Amended Complaint refers to a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied.

d.ÊÊÊÊÊÊÊÊ This sub-paragraph of this paragraph of the Amended Complaint refers to a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied.

e.ÊÊÊÊÊÊÊÊ This sub-paragraph of this paragraph of the Amended Complaint refers to a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied.

f.ÊÊÊÊÊÊÊÊÊ This sub-paragraph of this paragraph of the Amended Complaint refers to a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied

    1. Admitted in part and denied in part. It is admitted that Defendant Bensel and others have stated an intention to commerce litigation relating to Supplement CC. It is admitted that the Defendants identified in this paragraph of the Amended Complaint have filed a lawsuit in this district on behalf of themselves and other former TWA pilots under the caption, Bensel, et al. v. Air Line Pilots Association. The Complaint in that matter is a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied.
    2. Admitted in part and denied in part. It is admitted that incumbent American pilots had, among other things, sought the "endtailing" of all former TWA pilots who joined the bargaining unit after incumbent American pilots. It is admitted that the individual Defendants have, in part, expressed concern about insufficient "dovetailing". After reasonable investigation, Defendants are without sufficient knowledge or information to form a belief as to the truth or falsity of the remaining allegations of this paragraph of the Amended Complaint and therefore deny same leaving Plaintiff to its proofs.
    3. It is denied that APA included a seniority integration agreement which seeks to balance the competing considerations and legitimate career expectations of incumbent American and former TWA pilots. The remaining allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    4. The first sentence of this paragraph of the Amended Complaint refers to a written document which speaks for itself and accordingly any characterization or alleged legal effect thereof is denied. The remaining allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    5. The allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    6. The allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    7. Admitted in part and denied in part. It is admitted that APA seeks the remedy of a declaratory judgment pursuant to 28 U.S.C. ¤ 2201. Defendants are unaware of the reasons for Plaintiff seeking declaratory relief and accordingly denies same leaving Plaintiff to its proofs.

V.ÊÊÊÊÊÊÊ DEFENDANT CLASS ALLEGATIONS

    1. Admitted in part and denied in part. It is admitted that the Defendants identified in this paragraph of the Amended Complaint are sued individually and as a representative of class. The remaining allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    2. Admitted.
    3. The allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    4. The allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    5. The allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    6. The allegations of this paragraph of the Amended Complaint constitute legal conclusions to which no response is required and which are therefore to be deemed denied.
    7. Admitted.

ÊÊÊÊÊÊÊÊÊÊÊ WHEREFORE, Defendants request judgment in their favor dismissing Plaintiff's claims with prejudice and awarding Defendants reasonable attorney fees, costs of suit and such further and equitable relief as the Court deems equitable and just.

AFFIRMATIVE DEFENSES

1.ÊÊÊÊÊÊÊÊ Plaintiff fails to state a claim upon which relief can be granted.

2.ÊÊÊÊÊÊÊÊ Plaintiff is not entitled to the relief, in whole or in part, set forth in Plaintiff's Prayer for Relief.

3.ÊÊÊÊÊÊÊÊ Defendant Aviation Worker's Rights Foundation, Inc. is not a proper Defendant to Plaintiff's claims.

4.ÊÊÊÊÊÊÊÊ Supplement CC is invalid and the relief requested by Plaintiff is barred by reason of fraudulent misrepresentations and omissions of material fact as identified in Defendant’s counterclaim and crossclaim and other fraudulent inducements made by American, APA and the Air Line Pilots Association ("ALPA") individually and jointly which induced the former TWA pilots to relinquish contractual seniority integration protections contained in their existing CBA.

5.ÊÊÊÊÊÊÊÊ Supplement CC is void and unenforceable and the relief requested by Plaintiff barred in that Supplement CC was the result of a breach of ALPA’s duty of fair representation, APA’s breach of duty of fair representation and/or the tortious interference of APA and American which interfered with ALPA's duties to the TWA pilots.

6.ÊÊÊÊÊÊÊÊ Supplement CC and the relief requested by Plaintiff is barred by reason of equitable and/or promissory estoppel.

7.ÊÊÊÊÊÊÊÊ Supplement CC is invalid and unenforceable and the relief requested by Plaintiff barred in that Supplement CC was the result of American's and its wholly owned subsidiary, TWA, LLC's failure to exert every reasonable effort to make and maintain agreements and breach of the duty to negotiate and bargain in good faith all in violation of the Railway Labor Act.

8.ÊÊÊÊÊÊÊÊ Supplement CC is not binding upon nor enforceable against the former TWA pilots who became employees of TWA, LLC and thereafter American.

9.ÊÊÊÊÊÊÊÊ Supplement CC is invalid and unenforceable and the relief requested by Plaintiff barred in that American and TWA, LLC in entering into and seeking to enforce Supplement CC against the former TWA pilots breached the TWA pilots prior Collective Bargaining Agreement to which American and TWA, LLC became bound as well as breached other agreements to which American and TWA, LLC are bound.

10.ÊÊÊÊÊÊ The relief sought by Plaintiff is barred by reason of application of the Doctrine of Unclean Hands.

11.ÊÊÊÊÊÊ Plaintiff's claims are barred by reason of Plaintiff's failure to name indispensable parties including ALPA.

12.ÊÊÊÊÊÊ Plaintiff’s claims are barred and Supplement CC unenforceable by reason of the acts and events set forth in the counterclaims and crossclaims asserted in this pleading.

WHEREFORE, Defendants request judgment in their favor dismissing Plaintiff's claims with prejudice and awarding Defendants reasonable attorney fees, costs of suit and such further and equitable relief as the Court deems equitable and just.

Counterclaim AND CROSSCLAIM

Defendant-Counterclaim Plaintiffs, LeRoy Bensel, James Arthur, Patrick Brady, Theodore A. Case, Matthew J. Comlish, Darshanprit S. Dhillon, Lemuel A. Dougherty, Michael V. Finucan, John S. Hefley, Howard B. Hollander, Robert A. Pastore, and Sally Young, by way of Counterclaim and Crossclaim say:

INTRODUCTION

    1. Counterclaim Plaintiffs are pilots formerly employed by Trans World Airlines ("TWA") and represented by their labor union, Air Line Pilots Association International ("ALPA"), until TWA’s assets and employees were acquired by American Airlines ("American").
    2. Counterclaim Plaintiffs are pursuing these claims as a class action on behalf of themselves and other similarly situated former TWA pilots against ALPA and APA for damages and for equitable relief and against American and TWA Airlines, LLC ("TWA-LLC") — a wholly owned subsidiary of American for equitable relief. The claims asserted herein arise out of the integration of the operations of TWA and TWA-LLC into American after American, through TWA-LLC, purchased the assets of TWA which resulted in the Plaintiff Class’ loss of seniority integration rights and the benefits associated therewith.
    3. Counterclaim Plaintiffs’ claims include claims for breach of the duty of fair representation as provided for by the provisions of the Railway Labor Act, 45 U.S.C.A. ¤151 et seq. (the "RLA"), fraudulent misrepresentation, tortious interference, and civil conspiracy.

JURISDICTION AND VENUE

    1. This counterclaim and crossclaim arises, in part, under the provisions of the Railway Labor Act ("RLA"), 45 U.S.C.A. ¤¤ 151-188, a federal statute regulating interstate commerce, and accordingly, this Court has subject matter jurisdiction pursuant to 28 U.S.C. ¤¤ 1331 and 1337. The Court also has supplemental jurisdiction over Counterclaim Plaintiffs’ related state and common law claims pursuant to 28 U.S.C.A ¤1367. Venue is proper in this district under 28 U.S.C. ¤ 1391(b), because the Counterclaim Plaintiff, LeRoy Bensel, resides in this District.

PARTIES

    1. Counterclaim Plaintiff, LeRoy Bensel ("Bensel")
    2. Counterclaim Plaintiff, James Arthur ("Arthur"),
    3. Counterclaim Plaintiff, Patrick Brady ("Brady"),
    4. Counterclaim Plaintiff, Theodore A. Case ("Case")
    5. Counterclaim Plaintiff, Matthew J. Comlish ("Comlish")
    6. Counterclaim Plaintiff, Darshanprit S. Dhillon ("Dhillon")
    7. Counterclaim Plaintiff, Lemuel A. Dougherty ("Dougherty")
    8. Counterclaim Plaintiff, Michael V. Finucan ("Finucan")
    9. Counterclaim Plaintiff, John S. Hefley ("Hefley")
    10. Counterclaim Plaintiff, Howard B. Hollander ("Hollander")
    11. Counterclaim Plaintiff, Sally Young ("Young")
    12. Counterclaim Plaintiff, Robert A. Pastore ("Pastore")
    13. At all relevant times, the above named Counterclaim Plaintiffs were pilots employed by TWA and its successor, TWA-LLC.
    14. Counterclaim Defendant, Allied Pilots Association ("APA"), is an unincorporated association and labor organization maintaining its headquarters at 14600 Trinity Boulevard, Suite 500Fort Worth, Texas76155. As of April 3, 2002, APA became and continues to be the certified collective bargaining agent for the Class representatives and Class members.
    15. Counterclaim Defendant, Air Line Pilots Association ("ALPA"), is an unincorporated association and labor organization maintaining its headquarters at 1625 Massachusetts Avenue NW, Washington, D.C., 20036and whose joinder is necessary and appropriate pursuant to Fed. R. Civ. P. 19. At all relevant times until April 3, 2002, ALPA was the certified collective bargaining agent for the Class representatives and Class members.
    16. Counterclaim Defendant, TWA-LLC, is a Delaware Limited Liability Company operating an international airline with headquarters in Fort Worth, Texaswhose joinder is necessary to afford complete equitable relief. TWA-LLC is a "carrier by air" within the meaning of the RLA; 45 U.S.C. ¤ 141.
    17. Rule 19 Defendant, AMERICAN, is a Delawarecorporation operating an international airline with headquarters in Fort Worth, Texaswhose joinder is necessary to afford complete and equitable relief. American is a "carrier by air" within the meaning of the RLA; 45 U.S.C. ¤ 141.

CLASS ALLEGATIONS

    1. Counterclaim Plaintiffs sue individually and as representatives of a class as defined by Fed. R. Civ. P. 23(b)(1) or (b)(2). The class is defined as all persons formerly employed by TWA as pilots, who became employees of TWA-LLC as of April 10, 2001and were still employed or on furlough as of April 3, 2002(the "Class").
    2. The Class is so numerous that joinder of all members is impracticable. In excess of 2300 former TWA pilots were represented by ALPA, were employed by TWA and became employees of TWA-LLC in April 2001. These pilots are dispersed geographically throughout the United States.
    3. The actions of APA, ALPA, American and TWA-LLC affected each and every member of the Class, and there are questions of law and fact that affect and are common to all members. For example, the legitimacy of the negotiations which led to the loss of the Class members’ seniority rights are common to all members of the Class as are the claims concerning the duties owed.
    4. The individually named Counterclaim Plaintiffs possess the same interests and have and will continue to suffer the same injuries shared by all members of the Class. The claims of the individually named Counterclaim Plaintiffs are typical of, and do not conflict with, the claims of other Class members.
    5. The Class representatives have the same interest in pursuing this action as the members of the Class and will fairly and adequately protect the interests of the Class.
    6. Counterclaim Plaintiffs have retained qualified counsel, experienced in class action practice to represent them in this matter.
    7. All claims arise from the same events following the sale of TWA’s assets to American. Plaintiffs, inter alia, are seeking seniority integration rights which have been wrongfully denied to members of the class. The relief sought includes injunctive relief and is uniform throughout the Class thereby making relief with respect to the Class as a whole appropriate.

GENERAL ALLEGATIONS

    1. For approximately 75 years, TWA provided air transportation services for airline passengers around the world. TWA employed approximately 2300 pilots at the time that it ceased to exist and its assets were acquired by American in or about April of 2001.
    2. For over 70 years of TWA's history, the TWA pilots were represented by ALPA. The TWA pilots were founding members of ALPA, helping set the standards for safety and working conditions for the entire airline pilot profession.
    3. ALPA is the world's largest airline pilot union, representing over 55,000 pilots employed by numerous airlines.
    4. ALPA operates separate divisions for each airline that it represents. Thus, the TWA pilots had their own "local" division of ALPA, and its executive body was known as the TWA Master Executive Council, or TWA-MEC. At the times relevant to this action, the TWA-MEC was composed of three non-voting officers and six voting representatives. The six voting representatives were elected by the TWA pilots and consisted of two from each of TWA’s three domicile locations.

(A)ÊÊÊÊÊÊ TWA’s Bankruptcy and American’s Acquisition of TWA

    1. On or about January 9, 2001, TWA and American executed an agreement pursuant to which American agreed to purchase substantially all of TWA’s assets (the "Purchase Agreement"). American formed TWA-LLC as a wholly owned subsidiary for the purpose of operating and owning TWA's assets.
    2. Pursuant to the purchase, American would not immediately incorporate all of the acquired TWA assets and associated airline operations into the American transportation system, and former TWA pilots would not immediately become employees of American. Rather, the operations formerly conducted by TWA would at least initially be carried on by TWA-LLC, American’s wholly owned subsidiary.
    3. The Purchase Agreement provided, among other things, that, with certain limited specified exceptions and conditions, American would offer employment to all of TWA's unionized employees, including the Class members.
    4. Until April 3, 2002, ALPA remained the certified collective bargaining representative of former TWA pilots who took employment with TWA-LLC.
    5. At the time that the Purchase Agreement was entered into, a binding collective bargaining agreement ("CBA") existed between ALPA and TWA that governed the employment of the TWA pilots. Among other things, the scope/seniority provisions of the CBA required TWA to implement the provisions of Sections 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions. These provisions required the fair and equitable seniority integration of employees in the event of a merger or acquisition of TWA.
    6. American’s incumbent pilots were at all times represented for collective bargaining purposes by APA. American employed over 11,000 pilots, compared to the approximately 2,300 pilots employed by TWA.
    7. APA and the American pilots represented by APA had, at all relevant times, opposed any integration of seniority with the TWA pilots.
    8. The Purchase Agreement, itself, purported to provide that, prior to the closing of the transaction, TWA would make certain amendments to its Collective Bargaining Agreements ("CBAs") with its unions, including TWA’s CBA with ALPA. This provision, in essence, purported to require, among other things, the removal of the TWA pilots’ scope and Allegheny-Mohawk Labor Protective Provisions.
    9. On January 10, 2001, as contemplated by the Purchase Agreement, TWA filed a Chapter 11 bankruptcy petition in Wilmington, Delaware, and sought Court approval of the Purchase Agreement.
    10. During the course of the approval process by the Bankruptcy Court and thereafter, TWA-MEC directly represented the TWA pilots and was charged with the decision making on behalf of the pilots, although ALPA controlled the finances, attorneys and consultants to TWA-MEC.
    11. The TWA pilots, through their local representatives on the TWA-MEC, expressed to American and ALPA their concern regarding the integration of TWA pilots into the workforce of American, especially in light of APA’s apparent opposition to any seniority integration.

(B)ÊÊÊÊÊÊ TWA Seeks to Abrogate the Pilots’ CBAs

    1. Throughout the bankruptcy proceedings, ALPA urged the TWA pilots to give up their "scope", or seniority integration procedures and protections (the "Allegheny-Mohawk Labor Protective Provisions") as contained in the TWA pilots’ CBA. TWA-MEC however continued to refuse to do so and sought to negotiate a fare and equitable seniority integration.
    2. In response, TWA, and upon information and belief, at the direction of American, filed a Section 1113 Motion in the Bankruptcy Court on or about March 15, 2001 seeking to abrogate all provisions of its CBAs including the TWA — ALPA CBA and including the Class’ seniority, scope and Allegheny-Mohawk protections.
    3. In seeking to abrogate the CBA, the 1113 Motion also purported to seek the elimination of the right of ALPA to represent the TWA Pilots; TWA’s obligation to make contributions to pension plans; and the bargained-for work rules and grievance procedures addressing the Company’s violation of these work rules.
    4. The TWA pilots remained at all times virulently opposed to giving up their Allegheny-Mohawk Labor Protective Provisions and scope rights as set forth in their collective bargaining agreement. The TWA-MEC, representing the TWA pilots, sought and desired to allow the Bankruptcy Court to determine a fair and equitable resolution to their seniority rights pursuant to Section 1113 of the Bankruptcy Code as well as continued to seek to negotiate in good faith with American concerning these issues.
    5. In response, ALPA sent a team of representatives to coerce and force the TWA-MEC to concede their Allegheny Mohawk rights and to concede their Section 1113 rights. These attorneys and consultants reported directly to ALPA, and not the TWA-MEC and utilized threats, misrepresentations, omissions of material fact and other pressures to achieve this objective.
    6. In particular, and upon information and belief, ALPA and APA, each caused material misrepresentations to be made to the TWA Pilots and TWA-MEC to induce them to concede their contractual rights. These misrepresentations included, but were not necessarily limited to the representations:
    1. that there was a 100 percent chance that TWA would win the 1113 motion resulting in the TWA pilots losing everything including their bargaining agent, grievance procedures, and all other provisions of their CBA;
    2. that if they did not agree, American would walk from the deal and that they would again lose everything including their jobs;
    3. that if they did agree, American would use its reasonable best efforts to assist the two unions to arrive at a fair and equitable resolution of the seniority and integration issues; and
    4. that APA intended to negotiate a fair resolution with the TWA pilots.
    1. ALPA, American, TWA-LLC and APA also failed to advise TWA-MEC and the TWA Pilots of material facts including, upon information and belief:
    1. that ALPA and APA were engaged in an active organizing campaign to bring the American pilots into ALPA with the knowledge and approval of APA;
    2. that American and APA, with ALPA’s knowledge, had already secretly negotiated and agreed upon the substance and framework of a final seniority integration in several agreements including a transition agreement and an agreement which would ultimately become known as Supplement CC.ÊÊÊÊÊÊÊÊÊÊ
    1. American confirmed its purported promise and commitment in a letter to Pastore dated March 30, 2001which read:

For its part, American Airlines, Inc. ("American") agrees to use its reasonable best efforts with its labor organization representing the airline pilots craft or class to secure a fair and equitable process for the integration of seniority. In that regard, American will engage a facilitator to organize meetings with the labor organizations representing the airline pilots and American and TWA-LLC. American agrees to adopt the procedures that result from this process for seniority integration.

    1. Faced with pressure from ALPA and in reliance upon the material misrepresentations and omissions of material fact set forth above, the TWA-MEC was forced and defrauded into conceding their contractual seniority integration rights, entering into a settlement of the 1113 motion and accepting in their stead the promise of good faith negotiations and American’s use of its "reasonable best efforts" to assist the two unions to arrive at a fair and equitable resolution of the seniority issue.
    2. Upon information and belief, other TWA-MEC members were influenced by promises of positions with APA.
    3. About the same time, ALPA and American negotiated to preserve the seniority integration process for hundreds of US Air pilots who were in the process of being acquired by American as result of a proposed merger between US Air and United Air Lines.
    4. Upon the TWA pilots’ relinquishing of certain contractual provision contained in their CBA including the Allegheny-Mohawk Labor Protective Provision as sought by American, TWA-LLC entered into a Transition Agreement with the TWA pilots dated April 9, 2001, the terms of which would govern the TWA employees' employment with TWA-LLC and the transition of TWA employees into American (the "TWA-LLC Transition Agreement"). In agreeing to the Transition Agreement, the TWA pilots relied upon the misrepresentations made to them and the omissions of material fact previously described.
    5. The TWA-LLC Transition Agreement contemplated the subsequent integration of the TWA-LLC’s air carrier operations into the operations of American and provided that it would be effective and not amendable until action by the NMB recognizing the inclusion of the TWA-LLC pilots under American and certification for the pilot craft or class.
    6. The TWA-LLC Transition Agreement purported to be entered into, in part, with the intent of assisting and facilitating the consolidation of the two pilot groups within American as a single employer and incorporated by reference the promises of American set forth in American's March 30, 2001 correspondence wherein American promised to use its reasonable best efforts to assist the two union groups at arriving at a fair and equitable integration of seniority and to abide by the transition procedures arrived at through the facilitation process.
    7. Just 11 days thereafter, on April 10, 2001, the purchase of TWA’s assets by American closed and the Class officially became employees of TWA-LLC.
    8. On or before July 10, 2001, and unbeknownst to the Class, American formally executed and entered into a transition agreement with APA (the "APA Transition Agreement") which sought to govern the integration of American and TWA-LLC into a single transportation entity. Notwithstanding American's purported promise to utilize its best efforts and leading the former TWA pilots to believe that the parties would work towards a fair and equitable integration of seniority, the APA Transition Agreement entered into between American and APA provided, among other things, that the American and TWA-LLC pilots seniority list would be combined to form a single system seniority list pursuant to Section 13 of American's CBA with APA.
    9. The effect of the incorporation of Section 13 of American’s CBA with APA was to require the endtailing of the TWA-LLC pilots. The APA Transition Agreement further amended prior supplements of the American-APA CBA to provide furlough protection to American pilots. The effect of this provision was that any furloughs required by American would have to be accomplished through the furlough of members of the Class.
    10. The TWA pilots, through TWA-MEC, and the American pilots through APA, entered into discussions regarding the seniority issue with a facilitator paid for by American. Paying for the facilitator is the only action taken by American in connection with its promise to use its "reasonable best efforts" to bring about a fair and equitable conclusion to the dispute.
    11. Upon information and belief, and unknown to the TWA pilots at the time, however, these facilitated discussions occurred after American and APA had already negotiated and agreed upon the APA Transition Agreement and the major framework to a final seniority integration agreement which would become known as "Supplement CC" or "Seniority Integration Agreement" and which would govern the allocation of seniority standing between incumbent American pilots and the TWA pilots. Thus, the facilitated discussions were illusory designed to appease the TWA pilots and to conceal the agreements reached between APA and American and the agenda of APA and ALPA.
    12. During the purported facilitated discussions, APA refused to agree to any of the TWA pilots’ proposals, insisted upon an integration which would result largely in the "endtailing" of the TWA pilots and ultimately terminated the discussions.
    13. Though the former TWA pilots were now employees of TWA-LLC, American’s subsidiary, and were still represented by ALPA, neither American nor TWA-LLC negotiated with ALPA or the TWA pilots and instead left the TWA pilots to rely upon the illusory negotiations with APA.
    14. Supplement CC was then formally executed on November 8, 2001and provided, among other things, that the majority of TWA pilots would be placed at the end of the combined seniority list resulting in, with few exceptions, the seniority of TWA pilots being junior to that of the American pilots.
    15. Supplement CC did provide a very limited "dove-tailing" of seniority for some senior TWA pilots. However, the only pilots allowed any significant dovetailing were pilots who were close to the mandatory retirement age of 60 and who would never have an impact upon American pilots.
    16. On November 9, 2001, one day after the execution of Supplement CC, APA filed a petition with the NMB to become the collective bargaining agent for all American pilots including the former TWA pilots on the basis that American and TWA-LLC were a single transportation system and single carrier for RLA purposes. American supported APA’s petition with its own submission.
    17. The NMB determined on March 5, 2002 that American and TWA-LLC were a single carrier and declared APA the exclusive bargaining agent for all of the American and TWA-LLC pilots on April 3, 2002 at which time Supplement CC took effect and purported to become binding upon the former TWA pilots.
    18. TWA-MEC ordered its purportedly "independent" attorney, who was recommended and approved by ALPA, to seek injunctive relief. Despite the fact that the attorney prepared for such an injunction, ALPA barred the attorney from seeking any injunction.
    19. TWA-MEC also sought to arbitrate the fact that American did not use its "reasonable best efforts" to help the TWA pilots. However, ALPA controlled the grievance arbitration and, upon information and belief, acted in a manner and engaged in acts to assure an adverse decision.

(C) ALPA’s attempts to represent American Pilots and effectively merge with APA

    1. Before 1963, ALPA represented the pilots employed by American. However, at about that time, a schism occurred in ALPA, and the pilots employed by American split off from ALPA and formed their own union, APA. APA is a union that only represents airline pilots employed by American. Since about 1963, APA has been the collective bargaining agent for the pilots employed by American. American and APA are now and at all relevant times have been parties to a collective bargaining contract covering the bargaining unit of approximately 11,300 pilots employed by American. The American pilots represented by APA are the largest bargaining unit of pilots not represented by ALPA.
    2. In April 1999, APA as well as APA’s President and Vice-President were fined $45,000,000 by a U.S. District Court for engaging in an illegal "sick out" in connection with American’s acquisition of Reno Air.
    3. Upon information and belief, APA did not have $45,000,000 to pay the judgment, and remains substantially indebted to American as a result of the judgment.
    4. One of ALPA’s overriding objectives has been to unify all pilots under one union, namely ALPA, and an important goal of ALPA has been to obtain representation rights for the American pilots. The American pilots, represented by APA, numbered over 11,000 and paid annual union dues of approximately $30,000,000.
    5. In October 2000, the Executive Board of ALPA resolved to organize all pilots not then represented by ALPA. This included the pilots of Federal Express, Continental, and American.
    6. APA also held an executive board meeting in or about October of 2000. APA resolved at this meeting to explore a merger with ALPA. To this end, it created an "ALPA Exploratory Committee." This committee was charged with preparing a report on ALPA and the ramifications of a merger. At all relevant times, the APA resolution and ALPA’s resolve to obtain the representation rights for American pilots was unknown to the TWA pilots and concealed from the TWA pilots by ALPA and its representatives.
    7. Upon information and belief, APA stood to benefit from ALPA’s representation of American pilots, in part, because the American pilots could escape paying back the monies owed in connection with the Reno Air judgment if the American pilots joined ALPA.
    8. ÊÊÊÊÊÊÊÊÊÊÊ In or about November or December of 2000, ALPA’s president, Duane Woerth, and an entourage of ALPA officials met with APA in the Fort Worth/Dallas area, which is where APA is headquartered. Upon information and belief, the meeting was held for the purpose of advancing ALPA’s goal of representing the American pilots. At all relevant times, this meeting was not disclosed to and was concealed from the TWA pilots.
    9. ÊÊÊÊÊÊÊÊÊÊÊ Upon information and belief, in the year 2000, ALPA spent over $54,000.00 in expenses relating to its effort to organize the American pilots. This, too, was not disclosed and was concealed from the TWA pilots. Upon information and belief, ALPA also spent considerable sums in 2001 and 2002 to organize the APA members.
    10. At APA’s mid-winter board meeting in January/February, 2001, APA’s "ALPA Exploratory Committee" issued a report describing the advantages of the potential of a merger with ALPA. This report was compiled by APA officials with, upon information and belief, the direct input and support of ALPA. Again, the TWA pilots had no knowledge of the involvement of ALPA in this report which, at all relevant times, was concealed from the TWA pilots.
    11. Upon information and belief, throughout 2001, APA campaigned to organize the American pilots on behalf of ALPA. Upon further information and belief, APA officials and pilots distributed ALPA membership cards and encouraged American pilots to sign them in order to join ALPA. The APA campaign to organize the American pilots for ALPA, and ALPA’s role in this campaign, was secret and knowledge of this campaign was purposefully withheld and concealed from the TWA pilots.
    12. Upon information and belief, APA and ALPA wanted the American pilots to join ALPA by way of a representation election because ALPA would then obtain representation rights without incurring the debt from the Reno Air judgment.
    13. Upon information and belief, a critical obstacle to ALPA’s attempt to organize American pilots was that those pilots wanted complete control over the seniority integration of the TWA pilots into American, and were afraid that if they merged into ALPA, the TWA pilots would retain their seniority and seniority integration rights. Thus, upon information and belief, it was of paramount importance to American pilots that the seniority scheme that APA created in Supplement CC, which stripped the TWA pilots of their seniority, be binding on the TWA pilots.
    14. ALPA failed to disclose its efforts to organize the American pilots to the TWA pilots at any time during the period when TWA pilots were fighting to retain their seniority integration rights.
    15. On February 19, 2002, the former TWA-MEC chairman Robert Pastore wrote ALPA president, Duane Woerth, demanding information concerning ALPA’s activities in connection with APA and with ALPA’s actions in forcing the TWA pilots to concede and ultimately lose their seniority integration rights. On February 28, 2002, Woerth faxed to the TWA-MEC office his response, denying any wrongdoing, and refusing to supply any of the information that Pastore had required.
    16. Supplement CC purported to become binding upon the former TWA pilots and the Class on April 3, 2002, when the NMB certified APA as the collective bargaining representative of pilots within the combined American system which terminated the collective bargaining agreement between ALPA and the TWA-LLC.
    17. The effect of Supplement CC is that, with few exceptions, the Class was placed at the bottom of the combined seniority list of the American and former TWA pilots. Hundreds of TWA pilots have been furloughed, and hundreds more are scheduled to be laid off in upcoming weeks and months. Former TWA pilots and members of the Class have been downgraded from captain to first officer, with concomitant loss of pay and the likelihood that they will never regain their captaincy.
    18. The Class members have been and continue to be furloughed en masse. American pilots who were hired one day before the assigned date of TWA pilot seniority were not furloughed, while TWA pilots with as much as 7 years of TWA seniority were laid off with TWA pilots with as much as 12 years of seniority being at risk of furlough in the near future.
    19. In or about May of 2002, TWA pilots obtained facts that, for the first time, suggested that ALPA had in fact been involved in organizing the American pilots at the very same time that ALPA was representing the TWA pilots in the critical issue of protecting their seniority integration rights which, until then, was successfully concealed from the TWA pilots and the Class.

COUNT I

THE CLASS V. ALPA

BREACH OF DUTY OF FAIR REPRESENTATION

    1. Counterclaim Plaintiffs hereby incorporate by reference each and every previous paragraph of this Counterclaim and Crossclaim as though fully set forth at length herein.
    2. As the collective bargaining agent of the Class, ALPA owed a duty of fair representation to the Class pursuant to the obligations imposed upon it by the RLA and the fiduciary duty to represent the Class in good faith until at least April 3, 2002 when the NMB declared APA to be the certified collective bargaining agent for all American and TWA-LLC pilots including the Class of former TWA pilots.
    3. During this time and the course of American’s efforts to consummate its purchase of TWA’s assets, ALPA purported to represent the Class in negotiations with American, TWA-LLC and APA concerning the integration of the Class’ seniority into the American system and other terms and conditions of the Class’ employment with American.
    4. During this time and at all times after October 2000, ALPA and its attorneys and advisors had an undisclosed and concealed conflict of interest in representing the TWA pilots and Class in that ALPA with, upon information and belief, the blessing and assistance of APA, was seeking to convert and organize the incumbent American pilots under ALPA.
    5. Upon information and belief, ALPA’s overriding objective and goal was not to achieve a fair and equitable integration of the Class’ seniority, but to appease APA and the incumbent American pilots and foster its organizational efforts.
    6. Rather than act in a manner to preserve the seniority and associated benefits of the Class, ALPA, through its attorneys and consultants purportedly sent to assist and represent the TWA pilots, set out to coerce and convince the Class to relinquish and waive their seniority integration protections and all other vehicles that would have obtained a fair and equitable integration of seniority.
    7. In causing the Class to waive their Allegheny—Mohawk rights, agree to a settlement of the bankruptcy 1113 motion and enter into the TWA-LLC Transition Agreement with TWA-LLC, all of which resulted in the Class becoming purportedly bound by the unfair and oppressive terms of Supplement CC, ALPA through its representatives, coerced the TWA pilots and made and permitted to be made false misrepresentations to the TWA-MEC which they knew to be false and which induced their capitulation. These misrepresentations included, but were not limited to the representations:
    1. that there was a 100 percent chance that TWA would win the 1113 motion resulting in the TWA pilots losing everything including their bargaining agent, grievance procedures, and all other provisions of their CBA;
    2. that if they did not agree, American would walk from the deal and that they would again lose everything including their jobs;
    3. that if they did agree, American would use its reasonable best efforts to assist the two unions to arrive at a fair and equitable resolution of the seniority and integration issues; and
    4. that APA intended to negotiate a fair resolution with the TWA pilots.
    1. ALPA further failed to disclose to the TWA Pilots and omitted material facts of which ALPA was aware including that, upon information and belief:
    1. that ALPA and APA were engaged in an active organizing campaign to bring the American pilots into ALPA with the knowledge and approval of APA;
    2. that American and APA, with ALPA’s knowledge, had already secretly negotiated and agreed upon the substance and framework of a final seniority integration in several agreements including a transition agreement and an agreement which would ultimately become known as Supplement CC.
    1. Upon information and belief, ALPA intentionally sabotaged the efforts of the TWA pilots to protect and preserve their seniority integration rights in order for ALPA to obtain representations rights to American’s over 11,000 pilots and the $30,000,000 in dues they paid.
    2. But for the coercive tactics, misrepresentations and omissions of material facts made and permitted to be made to the TWA pilots and the Class, the TWA pilots would not have agreed to waive the Allegheny-Mohawk protections and other seniority provisions of their existing CBA with TWA, would not have agreed to a resolution of TWA's 1113 Bankruptcy Motion and would not have agreed to a Transition Agreement with American and TWA-LLC which would terminate upon the certification of APA as the collective bargaining agent for all American and TWA-LLC pilots all of which ultimately resulted in the TWA pilots and the Class ultimately becoming purportedly bound to Supplement CC.
    3. Upon information and belief, had the TWA pilots not agreed to relinquish their Allegheny-Mohawk protective rights and other seniority provisions of their existing CBA, American could have and would have gone forward with the sale and would have continued to operate the previous TWA operations through TWA-LLC as opposed to seeking to integrate the TWA-LLC operations into American as single carrier.
    4. In engaging in the actions above described, ALPA breached its duty of fair representation to the former TWA pilots and the Class.
    5. By reason of ALPA’s breach of their duty of fair representation to the former TWA pilots and the Class, the Class’ relinquishment of their Allegheny-Mohawk protection rights and other provisions of the existing CBA between TWA and ALPA and TWA-LLC is invalid, void and unenforceable and Supplement CC void and unenforceable as to the Class.
    6. By reason of ALPA’s breaches of its duty of fair representation, the class has and will continue to suffer damages including, but not limited to, the loss of seniority rights, wages and other benefits. The former TWA pilots and the Class have been downgraded from Captain to First Officers with commitment loss of pay and the likelihood of never regaining their captaincy. Hundreds of TWA pilots have been furloughed with hundreds more likely to be furloughed in the future.
    7. Throughout the entire time that the TWA pilots’ seniority was imperiled, they complained to ALPA about its actions or lack thereof. ALPA routinely denied any association with APA, any involvement in organizing the APA represented American pilots, and any wrongful conduct.
    8. As recently as August 31, 2002, the TWA pilots, through Robert Pastore, filed a final demand and appeal with ALPA to redress the conduct complained of in this suit. Even though ALPA has not yet responded to this final appeal, the appeal is futile, as ALPA has at all relevant times denied any wrongdoing, has concealed its conduct and misled the TWA pilots.
    9. The Counterclaim Plaintiffs have therefore exhausted all administrative remedies against ALPA, if any, available to them.

COUNT II

THE CLASS V. APA

BREACH OF DUTY OF FAIR REPRESENTATION

    1. Counterclaim Plaintiffs hereby incorporate by reference each and every previous paragraph of this Counterclaim and Crossclaim as though fully set forth at length herein.
    2. Upon information and belief, the timing of all events leading to the closing of the purchase of TWA's assets by American were structured such that APA would not become the certified collective bargaining agent of the former TWA pilots and the Class until after Supplement CC was executed in an attempt to avoid APA's duty of fair representation to the Class and to enable APA to negotiate in a manner that was unfair, adverse and detrimental to the Class.
    3. Notwithstanding this attempt, at all times that APA was negotiating Supplement CC and the APA Transition Agreement entered into between APA and American, it was known and intended that APA would become the collective bargaining agent over all American and TWA-LLC pilots by operation of law and a single carrier status determination and certification of APA by the NMB.
    4. The very purpose of APA entering into the APA Transition Agreement and Supplement CC with American was to govern the terms and conditions of the former TWA pilots’ employment and the integration of the Class' seniority in the American system.
    5. By reason of the imminent and intended occurrence of APA becoming the certified collective bargaining agent for the former TWA pilots and the Class and the intended result that the Class would then become bound by the agreements entered into between APA and American, APA owed a duty of fair representation to the Class pursuant to the provisions of the RLA.
    6. This duty of fair representation required APA to treat the Class fairly, impartially, in good faith and without hostile discrimination.
    7. In negotiating and executing the APA Transition Agreement with American and Supplement CC, and in engaging in all of the acts leading up to Supplement CC as previously set forth, APA failed to treat the Class fairly, impartially and in good faith and otherwise acted with hostile discrimination towards the Class thereby breaching APA's duty of fair representation to the Class.
    8. In negotiating its agreements with American, APA sought not to effectuate a seniority integration that was fair and reasonable to both groups but insisted upon and forced a seniority integration that, for the most part, required the endtailing of the former TWA pilots, the protection of incumbent American pilots from furlough to the exclusion of the Class and other provisions detrimental to the Class’ employment with American and TWA-LLC.
    9. Further, upon information and belief, APA caused, permitted and otherwise participated in the misrepresentations and the omissions of material fact that induced the former TWA pilots and the Class into relinquishing the Allegheny-Mohawk provisions and other provisions of their existing CBA with TWA, agreeing to a resolution of TWA’s 1113 motion and agreeing to a Transition Agreement which would terminate upon a single carrier determination by the NMB.
    10. By reason of APA’s breaches of its duty of fair representation owed to the Class, Supplement CC is invalid and not binding upon the former TWA pilots and the Class.
    11. Further, by reason of APA’s breaches of its duty of fair representation owed to the Class, the Class has and will continue to suffer damages, including but not limited to, the loss of seniority rights, wages and other benefits.
    12. The Class, through the TWA-MEC and ALPA, has repeatedly requested that APA arbitrate the issues of seniority integration and the integration of the Class into American which requests have been repeatedly denied. Further, APA has, on numerous occasions, claimed to owe no duty of fair representation to the Class during any time period prior to the NMB certification of APA as the collective bargaining agent for all American and TWA-LLC pilots. Accordingly, to the extent the Class is required to exhaust administrative remedies, if any, the Class has done so and any further efforts would be futile.

COUNT III

THE CLASS V. APA AND ALPA

BREACH OF FIDUCIARY DUTIES AND TO TREAT WITH CERTIFIED REPRESENTATIVE

    1. Counterclaim Plaintiffs hereby incorporate by reference each and every previous paragraph of this Counterclaim and Crossclaim as though fully set forth at length herein.
    2. Upon the closing of American’s purchase of TWA’s assets, American and/or TWA-LLC became employers of the Class governed by the provisions of the RLA.
    3. Pursuant to the provisions of the RLA, American and/or TWA-LLC had a duty to treat and negotiate with ALPA as the certified representative of the Class and to treat and to negotiate with no others concerning rates of pay, rules and working conditions of the Class.
    4. At all times after the Class became employees of American and/or TWA-LLC, ALPA failed to require American and TWA-LLC to negotiate with them as the Class’ certified representative.
    5. To the contrary, APA required and ALPA agreed that ALPA and APA would negotiate the seniority integration between themselves. APA then negotiated and entered into the APA Transition Agreement and Supplement CC with American to the exclusion of the Class and its bargaining representative notwithstanding that the very purpose of these agreements were to control the integration of the Class’ seniority into the American system and other terms and conditions effecting the rates of pay, rules and working conditions of the Class
    6. The above actions violated the provisions of the RLA requiring employers to negotiate with the certified collective bargaining agent and interfered with this statutory protection afforded to the Class.
    7. In addition, by reason of APA’s intended and imminent status as the collective bargaining agent for the Class, and APA standing in the stead of American in negotiating with ALPA, APA owed the Class a fiduciary duty of good faith and to treat the Class fairly.
    8. By reason of the acts and conduct of APA as previously asserted, APA breached this fiduciary duty of good faith owed to the Class.
    9. By reason of the interference with the employer’s duty to treat with the Class’ certified representative and APA’s breach of its fiduciary duty of good faith owed to the Class, Supplement CC is invalid, void and unenforceable against the Class.
    10. Further, as a direct and proximate result of American’s and TWA-LLC’s breaches, the Class has and continues to suffer injury, including but not limited to, the loss of seniority rights, wages and other benefits.
    11. Any efforts to resolve this dispute through available administrative remedies, if any, have been pursued and/or would otherwise be futile.

COUNT IV

THE CLASS V. APA

TORTIOUS AND MALICIOUS INTERFERENCE

    1. Counterclaim Plaintiffs hereby incorporate by reference each and every previous paragraph of this Counterclaim and Crossclaim as though fully set forth at length herein.
    2. Until approximately April 3, 2002, ALPA remained the certified collective bargaining representative of the former TWA pilots and the Class who ultimately became employed by TWA-LLC pursuant to American’s purchase of TWA’s assets.
    3. Pursuant to ALPA’s status as the certified collective bargaining agent of the Class, ALPA owed a statutory duty of fair representation to the Class pursuant to the provisions of the RLA of the nature of or equivalent to a contractual obligation.
    4. At all times immediately prior to the consummation of the purchase by American of TWA’s assets, the Class were the beneficiaries of a binding collective bargaining agreement entered into between ALPA and TWA which governed the employment of the TWA pilots.
    5. Among other things, this CBA incorporated the provisions of Section 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions which, in turn, required the fair and equitable seniority integration of employees in the event of a merger or acquisition of TWA.
    6. As previously set forth in Count I of this Counterclaim and Crossclaim, ALPA representatives coerced and defrauded the Class through the TWA-MEC into waiving and relinquishing the seniority protection provisions of the TWA-ALPA CBA including, but not limited to, the Allegheny-Mohawk Labor Protective Provisions through misrepresentations and omissions of material fact and otherwise breached its duty of fair representation owed to the Class pursuant to the RLA.
    7. Upon information and belief, APA directed, encouraged and otherwise caused ALPA to breach its duty of fair representation to the Class causing the Class, through TWA-MEC, to relinquish the Allegheny-Mohawk and seniority protection rights secured by the ALPA-TWA CBA and other rights and protections to the Class ultimately resulting in the Class purportedly becoming bound by the oppressive and unfair provisions of Supplement CC. In so doing, APA tortiously and maliciously interfered with the duty of fair representation owed to the Class by ALPA and with the CBA entered into between ALPA and TWA for the Class’ benefit.
    8. As a result of such tortious and malicious interference, the Class has and will continue to suffer injury including, but not limited to, the loss of seniority rights, wages and other benefits.

ÊÊÊÊÊÊÊÊÊÊÊ WHEREFORE, Counterclaim Plaintiffs on behalf of themselves and all others similarly situated, demand judgment against Defendants, American, TWA-LLC, APA and ALPA:

ÊÊÊÊÊÊÊÊÊÊÊ 1.ÊÊÊÊÊÊÊÊ setting aside Supplement CC or otherwise declaring Supplement CC void and unenforceable as to the Class;

ÊÊÊÊÊÊÊÊÊÊÊ 2.ÊÊÊÊÊÊÊÊ reinstating the Class’ Allegheny-Mohawk protective provisions and other seniority integration protection provisions contained in the ALPA-TWA collective bargaining agreement;

ÊÊÊÊÊÊÊÊÊÊÊ 3.ÊÊÊÊÊÊÊÊ ordering the rehiring of all Class members who are furlough pursuant to the provisions of Supplement CC;

ÊÊÊÊÊÊÊÊÊÊÊ 4.ÊÊÊÊÊÊÊÊ reinstating to all Class members all benefits of seniority;

ÊÊÊÊÊÊÊÊÊÊÊ 5.ÊÊÊÊÊÊÊÊ awarding the Class damages, pre and post judgment interest, costs of suit and reasonable attorney fees against APA and ALPA; and

ÊÊÊÊÊÊÊÊÊÊÊ 6.ÊÊÊÊÊÊÊÊ providing for such further relief as the deems equitable and just.

Dated: October 7, 2002

ÊÊÊÊÊÊÊÊÊÊÊ By:ÊÊÊÊÊÊ                                                       

ÊÊÊÊÊÊÊÊÊÊÊ Anthony Valenti

ÊÊÊÊÊÊÊÊÊÊÊ Jerald R. cureton

ÊÊÊÊÊÊÊÊÊÊÊ H. Thomas hunt, III

ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊ

ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊ Delran,New Jersey

ÊÊÊÊÊÊÊÊÊÊÊ ÊÊÊÊÊÊÊÊÊÊÊ Ê

 

JURY DEMAND

ÊÊÊÊÊÊÊÊÊÊÊ Counterclaim/Third Party Plaintiffs demand a jury trial on all issues so triable.

 

ÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊÊ ______________________________________

Anthony Valenti

Jerald R. cureton

ÊÊÊÊÊÊÊÊÊÊÊ H. Thomas hunt, III