Mark Abdu Brisson, Ronald H. Buchner, Gordon Burgess, Robert Burke, Thomas D. Callahan, Thomas F. Carey, Dale E. Carman, Louis Carrara, T. Barry Casey, Lamar Cason, Robert T. Cassidy, Robert Changery, Larry E. Chappel, Richard Charbonneau, Stanley Checkoway, Douglas S. Christensen, Lee J. Church, James Cirilli, Robert Clack, Walter M. Clark, Philip Claudy, Harold T. Cleaver, Charles Clements, Richard T. Clough, Lawrence D. Cobb, Wesley Collins, Ronald E. Combee, Eugene M. Comfort, Harry G. Compton, John C. Cook, Clifford Cool, David L. Cooper, Donald C. Cory, Marcus Covington, Eugene Cox, Lynn Cox, Lynn O. Cox, Howard Crowell, J. N. Crump, Charles Crumpton, Joseph C. Cushing, Edward Cywinski, Thomas G. Dahoney, Joseph Dalton, Charles R. Davis, Gerald E. Davis, Wade L. Davis, Thomas A. Dean, Ernest E. Dell, Jr., Thomas J. Delnickas, Henry P. Denoncour, Robert Devries, Clarence J. Dieter, Charles Dike, Jr., Gerald Dion, Jack Ditzel, Stephen A. Dodge, William W. Donnelly, Wilfredo H. Dorna, William Dorna, Charle

Citation: 239 F.3d 456Docket: 2000

Court: Court of Appeals for the Second Circuit; February 11, 2001; Federal Appellate Court

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The case 239 F.3d 456 from the Second Circuit in 2001 involves a group of plaintiffs, predominantly individuals with various last names, who appear to be collectively challenging a legal issue. The document lists a total of 65 individuals, indicating a significant number of parties involved, potentially suggesting a class action or a consolidated litigation scenario. Each plaintiff's name is mentioned, highlighting the diverse representation within the group. The context of their claims or the specific legal matters at hand is not detailed in the excerpt, but the extensive list of names implies a coordinated legal effort among the group.

The document lists a comprehensive roster of individuals, likely involved in a legal proceeding, categorized by their names. The names span various initials and last names, indicating a large group of parties potentially relevant to the case. This extensive enumeration suggests a collective involvement or representation in the legal matter at hand, which could pertain to a class action, group claim, or similar legal framework. Each name, without further context, signifies a distinct person who may have standing or relevance in the proceedings. The sheer number of names indicates significant participation or interest in the case, although specific roles or claims of these individuals are not detailed in this excerpt.

A group of plaintiffs, including numerous named individuals and former Pan Am pilots, appealed a decision from the United States District Court for the Southern District of New York, which granted summary judgment in favor of defendants Delta Air Lines, Inc. and the Air Line Pilots Association International, resulting in the dismissal of their complaint. The appeal was heard by the United States Court of Appeals for the Second Circuit, with oral arguments taking place on November 6, 2000, and the decision rendered on February 12, 2001, ultimately affirming the lower court's ruling.

Several hundred pilots formerly employed by Pan American World Airways, Inc. (Pan Am) are challenging their employment terms with Delta Air Lines, Inc. (Delta) on grounds of age discrimination. Hired by Delta through an Asset Purchase Agreement, the pilots filed their case in New York State Supreme Court, which Delta removed to the U.S. District Court for the Southern District of New York. The district court granted Delta's motion for summary judgment, ruling that the pilots failed to demonstrate a prima facie case of age discrimination, leading to the dismissal of their complaint. 

On appeal, the court found that while the district court incorrectly decided that the plaintiffs did not meet their prima facie burden, the summary judgment for Delta was justified since the plaintiffs did not provide evidence contradicting Delta’s legitimate non-discriminatory reasons for the employment terms in question. The case's background reveals that Pan Am's financial troubles culminated in bankruptcy in January 1991, prompting the sale of its assets, including pilot positions. Delta's analysis of Pan Am's pilot retirement projections—considered overly optimistic—was influenced by Pan Am’s 'two-step bid down' system, which allowed captains reaching the FAA-mandated retirement age to continue flying in different capacities. Unlike Pan Am, Delta did not permit such bidding down for flight engineer positions, although it allowed older pilots to hold non-flying roles.

In May 1991, Alger reported concerns to his supervisor, Rex McClelland, regarding Pan Am's aging workforce, noting that many flight engineers were in their 70s, including one born in 1919. Alger characterized the Pan Am personnel as a "contaminated workforce" since 1987 and identified 68 pilots over age 60, with four over age 70. He estimated that 50% of Pan Am's workforce would remain until 2001, contrary to Pan Am's 1995 retirement projections. Alger also speculated on potential labor conflicts arising from integrating Pan Am personnel, suggesting long-term labor strife could occur after the retirement of less desirable employees.

Despite these age-related concerns, Delta pursued the acquisition of Pan Am's assets, agreeing in principle by July 1991 to pay $260 million for Pan Am's transatlantic routes and the Pan Am Shuttle. Following a bidding competition, Delta signed an Asset Purchase Agreement (APA) on July 27, 1991, committing to pay $416 million in cash, assume certain liabilities, and offer permanent employment to at least 6,600 Pan Am employees, including 700 pilots. The APA allowed Delta to determine the employment terms for these workers. On August 12, 1991, the U.S. Bankruptcy Court approved the deal.

The APA established a two-phase closing procedure, with Delta aiming for a seamless transition of operations, particularly for the Pan Am Shuttle on September 1, 1991. Delta faced challenges, particularly in integrating Pan Am pilots into its seniority list, as it was required to hire at least 700 of them to operate the newly acquired transatlantic routes, which involved Airbus A310 aircraft. Delta's pilots were not qualified for this aircraft type due to its specific FAA training requirements.

Delta acquired senior pilots from Pan Am, focusing on those with significant experience on transatlantic routes. In the airline industry, seniority is crucial, as pilots are ranked by their length of service and bid for assignments based on this ranking. Delta's collective bargaining agreement with the Air Line Pilots Association (ALPA) mandated that newly hired pilots be placed at the bottom of the seniority list, which discouraged senior pilots from switching airlines due to high switching costs.

To facilitate the integration of Pan Am pilots, Delta needed to amend its agreement with ALPA, as Pan Am pilots were unwilling to leave their positions if it meant starting at the bottom of Delta's seniority list. Delta and ALPA eventually agreed on a 'modified status ratio methodology' to integrate the Pan Am pilots while protecting existing Delta pilots' interests.

The integration began with the most senior Delta pilot in a position equivalent to the A-310, identified as the B-767ER, with the senior pilot at position #590. The integration used a twelve-to-one ratio for Pan Am captains, placing one Pan Am captain after every twelve spots below #590. Subsequent integrations for first officers and flight engineers followed a similar ratio.

Although the modified status ratio provided Pan Am pilots with better bidding seniority than new Delta hires, it resulted in some former Pan Am pilots being placed below Delta pilots with less experience. Consequently, some experienced Pan Am pilots found themselves in less desirable positions compared to younger Delta pilots. However, within the integrated seniority list, Pan Am pilots maintained their relative seniority among themselves.

On August 30, 1991, Delta and ALPA entered a supplemental collective bargaining agreement that allowed Delta to integrate Pan Am pilots into its seniority list using a modified status ratio methodology, effective November 1, 1991, coinciding with the acquisition's closure. Following this agreement, Delta offered employment to qualified Pan Am pilots based on their seniority, ultimately hiring 774 pilots. Key employment terms included a ten-year service requirement for full post-retirement medical benefits and a gradual three-year pay scale increase from Pan Am levels to Delta levels.

The ten-year service requirement, previously instituted for non-pilot employees and later applied to pilots, was waived for those on the Delta seniority list as of August 27, 1991, who were aged 50 or older by January 1, 1992. However, since Pan Am pilots were integrated on November 1, 1991, they did not qualify for this waiver. Additionally, Delta's policy prohibited captains and first officers from bidding down for flight engineer roles after reaching age 60, meaning older Pan Am pilots could only qualify for post-retirement benefits if they accepted ground positions post-retirement.

Due to Pan Am's financial issues, many Pan Am pilots were earning significantly less than Delta pilots when Delta extended employment offers. Delta initially hired these pilots at their Pan Am pay rates, with scheduled increases over three years, which affected their pension calculations. Consequently, Pan Am pilots retiring within six years post-acquisition would receive lower pension benefits compared to similarly situated Delta pilots. Ultimately, 774 Pan Am pilots were hired, predominantly older individuals, with approximately 95% being over age 40 and 70% over age 50. The acquisition of Shuttle assets closed on September 1, 1991, and Delta completed the APA on November 1, 1991, while Pan Am ceased operations in December 1991, leading to significant job losses for many Pan Am employees.

In 1994, 488 former Pan Am pilots and flight engineers, now Plaintiffs, initiated a lawsuit in New York State Supreme Court against Delta, claiming violations of the New York State Human Rights Law and New York City Human Rights Law due to age discrimination. They alleged that Delta's integration of seniority lists, a ten-year service requirement for full post-retirement medical benefits, and a three-year pay disparity were discriminatory, as Delta knowingly hired a predominantly senior group of pilots and tailored employment terms to disadvantage them compared to younger Delta pilots.

Delta moved the case to the U.S. District Court for the Southern District of New York, arguing that the claims were preempted by the Employee Retirement Income Security Act (ERISA) because the remedies sought related to a medical benefits plan. Delta also sought dismissal based on preemption by the Airline Deregulation Act (ADA) or, alternatively, summary judgment. In May 1996, Judge Baer dismissed the complaint, ruling that the state law claims were preempted by the ADA, without addressing other preemption arguments or the summary judgment motion. 

The Plaintiffs appealed, and the appellate court reversed the dismissal based on the ADA, remanding for consideration of Delta's additional preemption arguments and the summary judgment motion. On remand, Judge Baer denied Delta's motion to dismiss for lack of jurisdiction. Ultimately, in October 1999, Judge Baer granted Delta's motion for summary judgment, dismissing all claims on the merits, concluding that Plaintiffs did not establish a prima facie case of age discrimination regarding the employment terms. The Plaintiffs are now appealing this order. 

The standard for reviewing a district court's grant of summary judgment is de novo, requiring that no genuine issues of material fact exist and that the moving party is entitled to judgment as a matter of law. Summary judgment must be denied if reasonable evidence could support a verdict for the non-moving party, and the evidence must be viewed in the light most favorable to that party.

Summary judgment is permissible in discrimination cases, similar to other types of litigation, to prevent lengthy and costly trials. Courts are advised not to treat discrimination claims differently from other factual issues. An appellate court can uphold a district court's judgment based on any reasonable grounds supported by the record, even if these differ from the district court’s rationale.

The New York State Human Rights Law (HRL) and the City HRL both prohibit age discrimination in employment, mirroring the federal Age Discrimination in Employment Act (ADEA). Claims under the State HRL and City HRL are analyzed similarly to ADEA claims, following the same burden-shifting framework established in Title VII cases. 

To establish a prima facie case of age discrimination, a plaintiff must demonstrate that they (1) belong to a protected class, (2) are qualified for their position, (3) suffered an adverse employment action, and (4) the circumstances indicate age discrimination. The burden to prove a prima facie case is minimal and not intended to be rigid. In this instance, the district court determined that the plaintiffs did not satisfy the fourth element since they were not similarly situated to the Delta pilots, leading to a conclusion that there was no evidence of age-based animus.

Plaintiffs argue on appeal that Judge Baer incorrectly stated that the only way to infer discrimination is by showing that a plaintiff was treated differently than similarly situated employees. While Plaintiffs acknowledge that disparate treatment is a common method to establish discrimination, they assert that Delta management's focused scrutiny of the age and retirement schedule of Pan Am pilots, evidenced by derogatory comments from Harry Alger, demonstrates sufficient discriminatory intent to establish a prima facie case. The legal landscape regarding whether a discrimination plaintiff must show disparate treatment is complex and has led to inconsistent judicial interpretations. Typically, in discrimination cases, establishing disparate treatment is straightforward; however, situations may arise where a plaintiff cannot show such treatment due to a lack of comparably situated employees, such as in cases involving a single employee. In this case, although there are 488 Plaintiffs, they collectively face a similar issue: all were subjected to the same employment terms, and their differences from pre-APA Delta pilots prevent them from identifying similarly situated employees who were not adversely affected. Consequently, under the strict interpretation of the fourth element of a prima facie case, Plaintiffs may be unable to meet their burden of proof, potentially allowing an employer to evade liability for discrimination if it uniformly applies discriminatory practices.

A showing of disparate treatment is a common method for establishing discriminatory intent in employment discrimination cases, but it is not the only method to meet the burden of proof. The inference of discriminatory intent can arise from various circumstances, such as an employer's ongoing recruitment of applicants with the same qualifications as the plaintiff after their discharge, derogatory comments about the plaintiff's performance, or favorable treatment of employees outside the protected group. In this case, Plaintiffs have provided sufficient evidence to raise an inference of discriminatory intent by Delta, despite the fact that stray remarks alone generally do not suffice to prove discrimination. Specifically, comments made by Delta management about the age of the Pan Am pilots, such as calling them "contaminated" and "Bad Apples," suggest a potential age-based animus, especially given Delta's focus on the pilots' age and retirement rates. This evidence allows for the inference of age discrimination at this preliminary stage, leading to the conclusion that Plaintiffs successfully established their prima facie case. However, establishing a prima facie case does not end the inquiry, as the employer can still offer legitimate, non-discriminatory reasons for the adverse employment action, which, if accepted as true, may rebut the presumption of discrimination.

Delta has provided legitimate, non-discriminatory justifications for each of the three contested employment terms brought forth by the Plaintiffs. 

1. **Seniority Integration Methodology**: Delta's collective bargaining agreement with ALPA protected the relative bidding seniority of Delta pilots at the time of the acquisition of Pan Am. Any adjustment to offer Pan Am pilots seniority above new hires required an amendment to this agreement, which was a condition for closing the acquisition. Delta accepted a modified status ratio methodology, believing it was reasonable and likely to gain ALPA approval, both of which are legitimate reasons.

2. **Post-Retirement Medical Benefits**: Delta had a policy requiring ten years of service for pilots to qualify for fully-paid post-retirement medical benefits. In 1991, Delta waived this requirement for pilots aged fifty by January 1992 who were on the seniority list by August 27, 1991, but did not extend this to the Plaintiffs integrated in November 1991. Delta's rationale was a company-wide policy aimed at reducing medical benefit costs, which constitutes a legitimate business reason, even if correlated with age.

3. **Pay Disparity**: When hiring the Plaintiffs, Delta retained their existing Pan Am pay rates while scheduling gradual increases to Delta's higher pay rates over three years. Delta's testimony indicated that this initial pay disparity was due to its financial constraints, a valid business reason for the disparity.

Once Delta has articulated these non-discriminatory reasons, the presumption of discrimination is eliminated, shifting the burden back to the Plaintiffs to demonstrate that these reasons were mere pretexts for discrimination. The Supreme Court's ruling in Reeves emphasizes that, while plaintiffs must show that the employer's reasons are false, this does not necessitate additional evidence of discriminatory motives beyond making a prima facie case. The court must consider the entire record to determine if the plaintiff can prove intentional discrimination.

Reeves maintains that plaintiffs must demonstrate the pretextual nature of the defendant's explanations. A review of the record shows no evidence that Delta's non-discriminatory reasons for the employment actions were false, supporting the appropriateness of summary judgment. Plaintiffs argued that seniority integration should have been negotiated directly between Pan Am pilots and ALPA, but this case involves an acquisition, not a merger, as Delta only hired a fraction of Pan Am's pilots. Plaintiffs did not contest Delta's rationale for the modified seniority methodology, which was based on reasonable circumstances and ALPA's concessions. They failed to provide evidence that Delta believed the Pan Am pilots deserved better integration or that ALPA would have agreed to more concessions.

Regarding post-retirement medical benefits and pay disparities, plaintiffs again did not produce evidence to suggest Delta's financial rationale was pretextual, nor did they show Delta's management was unconcerned about acquisition costs or shareholder profits. The plaintiffs' case relies solely on comments from an individual, which are insufficient to prove Delta's rationale was a ruse. Although the plaintiffs established a minimal prima facie case of age discrimination, they did not provide adequate evidence to refute Delta's non-discriminatory reasons for its employment actions, which reflected the economic realities of the time. Delta leveraged Pan Am's financial struggles, leaving plaintiffs with a difficult choice. The court found no actionable misconduct by the defendants and affirmed the district court's summary judgment in favor of Delta. Additional notes clarify that ALPA was joined as a co-defendant and highlight relevant employment age protections under various laws.